1
2025
ANNUAL REPORT
3P Learning Limited
ABN 50 103 827 836
3P LEARNING ANNUAL REPORT
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3
01
About
Organisational Overview
04
Our Values and Purpose
05
Our History
06
3P Learning’s Reach
08
FY25 Performance
09
Chairman’s Letter to Shareholders
11
From the CEO
13
Our Programs
16
Strategic Priorities
20
Business Model
21
People and Corporate
Social Responsibility
23
Governance
27
Board of Directors
30
Risks and Opportunities
34
03
Financial Statements
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
64
Consolidated Statement
of Financial Position
65
Consolidated Statement
of Changes in Equity
66
Consolidated Statement of
Cash Flows
67
Notes to the Consolidated
Financial Statements
68
Consolidated Entity Disclosure Statement 117
Directors’ Declaration
119
Independent Auditor’s Report
120
Shareholder Information
125
Corporate Directory
127
Index
02
Directors’ Report
Directors’ Report
38
Remuneration Report
44
3P LEARNING ANNUAL REPORT
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3P LEARNING ANNUAL REPORT 2025
3P Learning Limited (3P Learning) is a
global market leader in EdTech programs
for reading, writing, mathematics and
assessment. Our programs are engaging,
motivational and effective for students,
as well as easy to use for parents and
teachers. We have designed and developed
award-winning educational resources,
including Mathletics, Reading Eggs,
Mathseeds, Brightpath Progress,
Writing Legends and LiteracyPlanet.
Our programs combine solid educational
underpinnings with cutting-edge
technology and engaging content to
make learning enjoyable and effective.
Through fostering a love for learning, we
strive to empower educators and inspire
students to become confident, independent
and lifelong learners.
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Our Values and Purpose
Our purpose at 3P Learning
Create
Lifelong
Learners
We are a team
who cares deeply
about creating
something special;
we are purpose-
driven and passionate
about our work, as
well as the success of
all who we work with
– our customers, our
partners and
each other.
Find
Better Ways
Discovering better
ways to learn, work,
create and live is the
foundation of our
culture. We strive to
keep looking forward.
We are always
evolving, imagining
more and being
better at all that
we do.
Make It
Happen
We are a results-
focused team who
love to succeed.
We are fast, flexible
and set to achieve
ambitious goals.
We thrive on going
further than we
thought was possible.
Be
Authentic
We are true to
ourselves. We
are respectful,
courageous, unique
and honest. We value
diverse perspectives.
We keep it real and
we bring this to life
in our actions and
mindset to help us to
achieve more.
Thrive
Together
We are one global
team, made of
many. We are
truly connected
and empowered
to succeed as
individuals. We grow
together, are stronger
together and we trust
one another.
We are
passionate
about better
ways to learn.
We want every child to
learn the fundamental
skills required for
academic success (the
three essentials of reading,
writing and maths) and to
develop a lifelong love
of learning.
We are
passionate
about making a
difference.
We recognise that literacy
and numeracy are core
life skills. We create
learning programs that
make a real difference in
the lives of children, parents
and teachers.
We are
passionate
about positive
learning
experiences.
Our programs are
motivating and engaging,
where learning is fun,
playful and most of all,
successful. We strive to
make learning a joyful
experience and believe
that practice and play
results in progress.
We bring our
passion for
Better Ways
to Learn into
everything
we do.
We continuously improve
our programs and our
technology, so that learning
with our programs is
something to look
forward to.
3P LEARNING ANNUAL REPORT
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3P LEARNING ANNUAL REPORT
3P LEARNING ANNUAL REPORT
Our History
Awards
ESSA certification
This financial year, our programs continued to
undergo external study validations. Building
on the existing ESSA Level II certification of
Mathseeds and Mathletics, Reading Eggs
achieved the significant milestone of Level III
certification under the Every Student Succeeds
Act (ESSA) in the United States, following a study
conducted by the Mishawaka District in Indiana.
This milestone demonstrates the effectiveness
of our programs for educators seeking reliable,
research-backed educational tools.
The certification shows that completing just 50
Reading Eggs lessons helps students move from
average to well above average in their reading
skills—representing more than a year’s worth of
growth in a single school year.
Reading Eggs B2C awards
Mom’s Choice Award: Reading Eggs retained its
previous award for our website, with workbooks
recently added to the award recognition.
Best Homeschool Curriculum, Products
& Resources 2024–25: From the President
of HowToHomeschool.com: “It is with immense
pleasure and pride that I extend my warmest
congratulations to you on being honored
with the award for the Best Homeschool
Curriculum, Products & Resources of 2024–25
by HowToHomeschool.com. This recognition
is a testament to your exceptional dedication
and innovative approach in the field of
homeschooling education.”
Mathletics, our first
product, was created
Reading Eggs was
launched by Blake
eLearning Pty Ltd
Mathseeds was
released online
by Blake eLearning
Pty Ltd
2005
2008
2013
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Parent Tested, Parent Approved:
Awarded on 13 August 2024
KidSAFE COPPA seal (again)
3P Learning
acquired Blake
eLearning Pty Ltd
in May
3P Learning was
listed on the ASX
2021
2014
3P Learning
acquired Brightpath
Assessment in
September
2022
Writing Legends
launched
2023
USA distribution rights
were bought back
2024
2025
3P Learning acquired
LiteracyPlanet in
January
App of the Day: Reading Eggs was
featured as App of the Day in the iOS
store across multiple international
markets. This represents the first time
the program has been spotlighted
outside Australia and New Zealand,
demonstrating the global appeal and
strength of the program.
3P LEARNING ANNUAL REPORT
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Our world-leading programs harness the best elements of online
learning, supporting educators and parents and motivating children to
succeed in the three essential areas of reading, writing and maths.
With interactive and engaging activities that match each student’s
individual ability, our programs are designed to reward and motivate
children to keep learning and improving.
3P Learning’s Reach
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FY25 Performance
UNDERLYING EBITDA
$15.5m
+30%
vs pcp(i)
B2C BILLINGS
$42.9m
-1%
vs pcp(i)
REVENUE (ii)
$109.1m
-1%
vs pcp(i)
B2B ARR
$61.6m
-1%
vs pcp(i)
Statutory EPS (cents)
(iii). Net cash at 30 June 2025 is $11.6m and is calculated as;
$8.5m cash plus $3.1m restricted cash with no borrowings.
(i). pcp - prior comparison period which is FY24.
(ii). Revenue consists of revenue and other income.
No. of
shares on
issue
FY25
272.9m
FY23
276.4m
FY21
276.4m
FY24
272.9m
FY22
276.4m
Market
Cap
$177.4m
$304.0m
$362.0m
$272.9m
$342.7m
(0.19)
(6.15)
0.08
(20.77)
2.30
FY25
FY24
FY23
FY22
FY21
Share price
1.24
1.31
0.65
1.00
1.10
FY25
FY24
FY23
FY22
FY21
Cash
$8.5m
Total Cash(iii)
$11.6m
Restricted
Cash
$3.1m
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Chairman’s Letter to Shareholders
Matthew Sandblom
I’m pleased to report that we have increased Underlying
EBITDA to $15.5m, which is 30% higher than in financial
year 2023–2024. We also finished the year with $11.6m in net
cash balances, $6.5m higher than last year. Revenue in the
financial year 2024–2025 was fractionally lower than last year,
at $109.1m.
After a period of significant investment in product
development and acquisitions, 3P Learning has made good
progress this year in executing the sales, marketing and
business process improvements that we believe will deliver
consistent top and bottom-line growth for years to come.
While there is still work to be done, I am also pleased to report
that in the financial year 2024–2025 we launched and began
selling 3 Essentials to schools across APAC and EMEA. Further,
we completed the first renewal cycle for the Reading Eggs US
school customers we acquired from Edmentum last year and,
in Jaunary 2025, finalised the acquisition of LiteracyPlanet, for
a purchase price of less than one times revenue.
For B2C, we have maintained our year-on-year sales levels,
which is a reasonable result given the economic headwinds
parents and families are facing in all our key markets.
We also recently released the first version of Homeschool
Max, a project to cater to the home schooler market in the US.
I’m particularly excited about this project as the home schooler
market has seen huge growth in recent years, in both student
numbers and government funding.
Early results are encouraging and support our view that a
more complete offering of Reading Eggs with added teacher
functionality will help us get significant growth in this
multi-billion-dollar market.
As I outlined in my previous market update, the overall story
for financial year 2024–2025 has been about keeping
profitability up, and sales steady while we continue our
business transformation to make our programs the leading
source for learners and educators in PreK–6 reading, writing
and maths (the 3Rs) across the main English-speaking markets.
We are also beginning to see improved productivity from the
introduction of AI across most areas of the business. This is
key to our plans to grow the business while keeping the cost
base flat, leading to increased margins over the
next several years.
The key goals for 3P Learning over the next 12 months are to
greatly increase school adoption of the 3 Essentials package
in APAC and EMEA and to drive strong billings growth in AMER
in both the school districts and homeschool markets. If we can
achieve these goals, then we will be confident the significant
investments we have made over the past four years will have
provided the base for long term, above trend, growth.
Yours sincerely
Matthew Sandblom
Executive Chairman
If we can achieve these goals, then we will be confident the significant
investments we have made over the past four years will have provided
the base for long term, above trend, growth.
3P LEARNING ANNUAL REPORT
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We reached significant milestones in FY25 despite tough
economic and competitive conditions across all regions in B2B
and B2C.
During the year, we began transitioning from product build
to go-to-market stage for our B2B customers. This included
launching the 3 Essentials offering in APAC and EMEA and
entering the second year of direct distribution of Reading Eggs
to US schools – a strategic move to strengthen our position in
the AMER region.
We also acquired 100% of the shares in Intrepica Pty
Ltd (LiteracyPlanet) for cash consideration of $1.5m, to
complement Reading Eggs as a literacy offering for older
students. The acquisition added $2.2m to Annual Recurring
Revenue and was completed in January 2025.
For B2C, we remained focused on improving contribution
margin and increasing customer lifetime value in response to
ongoing macro-economic pressures. Most recently, we also
introduced a new initiative, Homeschool Max, to expand our
reach in the growing US homeschool market.
Product Development and Sales –
Schools Market (B2B)
3 Essentials APAC and EMEA
We launched the initial phase of 3 Essentials in APAC in FY25,
including a unified product landing page and identity system
for Single Sign-On, simplified rostering and most recently,
usage reports across all programs for more than 5,500 school
customers.
The response so far has been positive, with about 450 schools
upgrading to 3 Essentials in APAC by the end of June 2025 for
a total value of $2.1m. This represents a 60% increase
over what those schools were paying last year for the
individual programs.
Of that group of schools, 75% were already subscribed to one
or two of our programs, which is a good early indicator of the
potential of 3 Essentials as a compelling solution for reading,
writing and maths in primary schools and consequently, to help
improve retention rates.
From the CEO
Jose Palmero
Baseline - Starting
Value
Billings
Growth
3E Ending Value
$2,5M
$2M
$1,5M
$1M
$0.5M
$0
3 Essentials Growth - APAC Region
3P LEARNING ANNUAL REPORT
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We also released the equivalent version of 3 Essentials in
EMEA, starting with the UK and Ireland.
While in APAC the uptake has been mostly with existing
customers, the product and pricing combination of 3 Essentials
has resulted in a more attractive value proposition to new
customers in EMEA.
By the end of June 2025, 50 schools in the UK - most of them
new customers - had subscribed to 3 Essentials for about
$160k in billings.
The next phase of product development for 3 Essentials will
focus on additional integrations for AMER and EMEA, teacher
experience, and school and district reports functionality.
Reading Eggs US and AMER
Following the acquisition of the Reading Eggs US Schools
distribution rights from Edmentum in February 2024, we
retained 76% by value of the approximately 4,300 US schools
we acquired as customers from Edmentum in our first renewal
period ending July 2025.
This was lower than expected which, in turn, affected our US
and global retention rates in FY25, but the remaining book of
business has provided us with strong selling opportunities for
Reading Eggs and for cross-selling Mathseeds.
The acquisition of the Reading Eggs US Schools distribution
rights, together with good retention rates for Canada,
significantly increased the contribution margin of our AMER
operations in FY25. By taking on direct distribution, we have
reduced costs below the commission fees previously paid
to Edmentum.
We should see further improvement in retention rates
and new business sales as we build direct relationships with
customers in the US and Canada through our hero products
(Reading Eggs, Mathletics and Mathseeds) in FY26, before we
release 3 Essentials in AMER.
Product Development and Sales:
Parents and Home School Market (B2C)
B2C did well in FY25 to deliver revenue of $43.4m, which was
$328k higher than last year, but still faced a tight consumer
market, particularly in EMEA.
Highlights for B2C included:
• billings growth of 2% from AMER region
• billings growth of 5% from Google Play / Android app
• billings growth of 4% for Mathletics B2C
In May 2025 we introduced an upgraded version of Reading
Eggs, called Homeschool Max, aimed at the homeschool
market in the US.
This gives subscribed parents, with up to four children, access
to teacher functionality from the Schools version of Reading
Eggs, such as assigning books and lessons, using resources
from the Teacher Toolkit and comprehensive reports so
parents can track student progress.
Alongside this initiative we were approved for Education
Savings Accounts (ESA) funding status in eight US states and
have applied to qualify for an additional eight states.
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ESA is a publicly funded, government-approved program that
provides funding to parents for eligible educational purposes
in K–12.
There are 887k students on ESA funding programs in
the states for which we are approved, plus 138k students
in the ones for which we have applied to qualify.
People and Culture
On the People and Culture front, we launched in April 2025
our Extended Leadership Team Program to recognise and
help us develop our future Senior Leaders.
The ELT has 26 members, all of whom are strong
contributors across different functions of the company and
geographical regions.
This is an important part of our Learning and Development
Plan, as it introduces ELT members to our strategic planning
process and will play an active role in the execution of key
business strategies.
This team is also essential to deliver operational improvements
across our business, including the adoption of AI-driven
technologies and workflows, to improve our ability to scale
revenue and increase profitability. Recent work in the
sales teams has already reduced the time consumed by
administrative activities, enabling greater focus on higher-
value selling tasks.
Revenue, Profitability and Cash Position
As I mentioned above, we have reached significant milestones
following a period of considerable product investment. The
financial scorecard for FY25, however, has only partly reflected
the benefits of this work.
Revenue and other income for the year was $109.1m, which
was 1% lower than last year’s $110m, with higher than expected
churn in B2B. This was mostly attributable to us taking over
direct distribution of Reading Eggs in the US.
On a brighter note, we delivered Underlying EBITDA
of $15.5m, which was 30% higher than last year’s $12m.
This reflects the cost reduction initiatives we implemented
in the second half of FY24, which yielded annualised savings
of about $5m this year, and the better contribution margin
from AMER now that we are selling Reading Eggs directly to
US schools.
Underlying cash flow from operations before tax was also
strong at $14.2m, up $3.2m on the prior corresponding period,
with cash balances of $11.6m at 30 June 2025, including $3.1m
in restricted cash.
Key Priorities for FY26 and Beyond
Our main priority for the year ahead is to successfully execute
our sales strategy to take advantage of the opportunities for
Reading Eggs in AMER and 3 Essentials in APAC and EMEA so
we can deliver billings growth for B2B.
For B2C, we see the initial market response to the
Homeschool Max version of Reading Eggs, together with the
funding opportunities available through ESA in the US, as
catalysts to also start growing B2C billings and we expect to
increase our investment if that proves to be the case.
Given that there is a timing gap between billings and revenue
recognition, we will continue being disciplined with cost
management, simplifying business processes and using
technology tools including AI to maintain good profitability and
cash generation. As our cash position continues to strengthen,
we will consider reviewing our dividend policy.
While the revenue result for the year was somewhat
disappointing, we have made good progress with the release
of 3 Essentials in APAC and EMEA, our AMER strategy and
B2C initiatives, while delivering significant improvements in
Underlying EBITDA and cash position.
We work hard to build programs that have a positive impact
on society, but we are equally conscious of our financial
and business performance. We look forward to further
improvements on both fronts, as we continue fulfilling our
company purpose: Better Ways to Learn.
A big thank you to our team for your dedication, passion and
commitment, and to our Board, shareholders and customers
for your continued support, guidance and feedback.
Yours sincerely
Jose Palmero
Chief Executive Officer
A big thank you to our team for your dedication, passion and
commitment, and to our Board, shareholders and customers
for your continued support, guidance and feedback.
3P LEARNING ANNUAL REPORT
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A vibrant online
English literacy
platform dedicated
to student success
that supports
teachers worldwide!
• Personalised learning
experiences
• Curriculum-aligned
content
• Real-time insights
and analytics
• Engaging educational
resources.
Where phonics
is a rewarding
adventure!
• Systematic, synthetic
phonics covering
letters and sounds
phases 2–5
• Explicit instruction
from sounds to words
to decodable texts
• Decoding, blending
& spelling practice.
Where students
explore thousands
of books!
• Over 4,000 books
with comprehension
quizzes
• Searchable by title,
topic, author, reading
age and Lexile
measure
• Covers all genres
• Hundreds of Phonics
Readers included.
Where students
master fluency
and understand
complex texts!
• 220 research -
based reading
comprehension
lessons
• A huge variety
of fiction and
nonfiction texts
• Structured spelling
program of lessons
• Reading Journal with
reading milestones
• Reading fluency
program.
Where students
learn to read!
• Phonics and
decoding instruction
• Explicit instruction
from phonemes
to fluency
• Vocabulary, high
frequency words
& comprehension
• 130 reading & 96
spelling lessons
• Read-aloud
fluency program.
Literacy
PreK–6
K–2
PreK–2
Ages 4–15
Our Programs
The ABC Reading Eggs Suite
Years 2-6
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Where maths
is fun, achievable
and rewarding!
• 200 early maths
lessons that build
foundational
number skills
• Number, operations,
geometry &
measurement
• Explicit instruction
from concept
to mastery
• Step-by-step guided
problem solving
• Mental Minute maths
fact fluency program.
Where learning
maths can make
you a Legend!
• Comprehensive
curriculum coverage
for each year level
• For developing
maths mastery
• Independent fluency
& skill-building tasks
• Easy-to-assign
homework activities
• Live Mathletics
competitions
• Differentiated
practice for all
learners
• Reasoning and
problem-solving
challenges.
Maths
K–3
K–10
Assessment
Formative
assessments that
make progress visible
with clear next steps
for learning!
• Delivers reliable
and meaningful writing
and mathematics
formative assessments
for teachers
• Respects and values
teacher judgement
• Proven to improve
the teaching and
learning cycle
• Supported by
government-led
initiatives.
Writing
Where students
learn to write!
• Structured, research-
based writing lessons
• Narrative, persuasive
& informative units
• Explicit instruction
from sentence to
whole text
• Sentence-level
grammar and
vocabulary
• Mentor texts for every
genre
• Instant feedback
gives students ways
to improve.
Years 1–6
All programs include teaching units and lesson plans for ease of planning;
printable student worksheets for offline reinforcement;
plus extensive reports for tracking student growth.
K–10
3P LEARNING ANNUAL REPORT
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Achieved in FY25
High level of customers migrated
(Clever and some districts pending)
Subscription usage data for admins
Cross-program reporting implemented
Long-awaited reading program controls
What’s coming in FY26
With the launch of 3 Essentials, we’re committed to
driving exceptional growth and fulfilling our motto:
Better Ways to Learn.
Our main product objectives will be working on the
Reading Eggspress revitalisation, along with strengthening
all customer partnerships by showcasing clear return on
investment through targeted case studies, usage analytics
and outcome-based reporting.
We will implement scalable customer success initiatives and
in-product engagement strategies that drive active usage and
deep adoption. We will focus on our school district experience
and enhancements to expand market share and improve
conversion rates across the Americas, including WACG Web
Accessibility Level AA compliance across all our products.
We aim to refine and localise the 3 Essentials suite based
on regional feedback and performance insights to increase
product–market fit and user satisfaction, while providing
teachers with tools that ultimately help them deliver Better
Ways to Learn.
Top 3 Releases in FY25
3Essentials (3P in AMER)
We completed the global migration of customers to our new
teacher dashboard delivering the 3 Essentials brand (3P
dashboard in the AMER region).
This significant achievement delivered Single Sign-On for our
customers through one unified dashboard providing bigger
insights into their usage and new cross-program reports,
along with a unified dashboard for Reading Eggs, Mathseeds,
Writing Legends and Mathletics as well as teachers,
subscription coordinators and admins.
1. Including: New Student Landing page
A new guided learning experience for students, delivering
all our products from one landing page. This also brings
assignments and Weekly Quests across all our products
into one student experience in a way that enhances
student engagement and supports teaching objectives.
Coming FY26
Assess and Progress
Teacher Planning Assistant
Integrations to enable school customers to
manage their classroom rosters and bring
streamlined access to the classroom needs of
teachers and learners
Achieved in FY25
APAC and EMEA: 3 Essentials
cross-program SSO, rostering and
cross-program reporting
Coming FY26
Incorporate sunsetted WordFlyers
High School content into LP
program to increase reach
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Achieved in FY25
Map 13 implemented
Initial milestones in WACG compliance
Reading Eggs and Mathseeds district reporting (student level)
APAC and AMER school-level curriculum reporting
Program Access Controls
HomeSchool MAX
Achieved in FY25
3 Essentials
APAC:
New Courses Units: Number and
Algebra Years 3–6
Replaced Learnosity with internal
content authoring tool Years 3–6
Global:
Teacher dashboard and
reporting updates
Live Mathletics and
Activity courses rebuild
Coming FY26
District Reporting
Reporting to Standards
New Assessment area
Assign and Review (finish for
Challenges and Skill Quests)
Achieved in FY25
3 Essentials
Quests and Assignments
Maps 1-16
AI feedback for writing kicked off
750 EWIs live
Achieved in FY25
EMEA: Writing assessment
Coming FY26
Long Writes
2. Classlink Integration
The most requested external integration tool for the
AMER region was successfully delivered, building on the
success and work completed to create a unified customer
experience in our 3 Essentials delivery.
3. Mathletics District Level Reporting
Identified as a key customer issue for our
US and Canadian customers, Mathletics
district reports and reporting to standards
were key deliverables achieved in
this financial year.
Coming FY26
Reading Eggspress program
revitalisation
Coming FY26
Reporting to standards
WCAG2.1 compliance
3P LEARNING ANNUAL REPORT
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B2B key drivers for growth
B2C key drivers for growth
Strategic Priorities
3P Learning is dedicated to long-term growth globally. In
addition to offering our full suite of award-winning reading,
writing, mathematics and assessment programs, we’ve
identified the following key opportunities for growth in FY26,
including our complete, integrated offering – 3 Essentials.
3 Essentials will finally offer schools all the essential learning
programs they need to drive success across the three core
academic areas of reading, writing and maths. After 20 years
of development, this integrated offering, namely Reading
Eggs, Mathletics and Writing Legends, means no more
separate logins and the ability for schools to manage class
information and simple reports from one place.
Revenue growth through
3 Essentials and increased
product bundling
•
Prioritise selling bundles of our
products, including complete
online solutions for reading,
writing and maths to schools.
•
Simplify our pricing and
packaging of bundles to make
it easier for our sales teams to
sell and customers to understand
the value of our offer.
•
Launch new reporting and
teacher guided features to
improve cross-program usage
and interaction faster.
USA market
expansion
•
Expand our US-based sales team
to maximise growth, with a focus
on small and medium districts.
•
Roll out product improvements
for the market, including district
dashboards and reporting.
•
Improve sales operations through
improved segmentation, localised
marketing and automation of lower
value sales functions.
Customer retention
– improved profitability
and efficiency
•
Roll out simplifications to renewal
process, including automations
and quote-to-sale process.
•
Enhance product usage and
engagement with clear product
ROI and upgraded onboarding.
•
Reframe product positioning for
core products through educator-
led events and messaging
focused on efficacy and
seamless learning ecosystem.
Improve user experience
and conversion with
AI-supported growth
experiments
•
Increase testing on registration
and conversion flows, supported
by AI tools to enable faster
experimentation and improved
understanding of success.
•
Refresh the user experience,
introducing milestones and
in-app messaging to promote
engagement.
•
Implement advanced mobile
measurement to adapt to changes
in-app based sales channel.
Improve parent
dashboard and
reporting
•
Enhance parent dashboard
and reports with a mobile-first
approach.
•
Upgrade parent reporting to
highlight child’s progress.
•
Tailor the dashboard for first-time
users, emphasising starting points
based on each child’s age.
Grow revenue in the
homeschool market with
upgraded product features,
targeting ESA funding
•
Launch Homeschool MAX, our
premium homeschool product
with expanded teacher features,
for the USA market.
•
Expand approvals for ESA
funding in USA to access
growing opportunities for
reading-focused initiatives.
•
Explore partnerships with
homeschool associations, online
schools and tutoring services to
expand market reach.
21
Business Model
By strategically investing in financial, intellectual, human and
social capital, 3P Learning consistently generates value for
its stakeholders, encompassing shareholders, employees,
communities and customers. Our commitment to improving
educational outcomes worldwide aligns with our mission to
deliver Better Ways to Learn.
Financial
People
and
culture
Intellectual
and
technology
Social
Motivated and engaged
workforce
Innovation and
productivity
Retain high performers
and talent
Collaborate in a
high-performance culture
and hybrid working
environment
Just over 350 individuals
Value and purpose
Governance structure
High employee
satisfaction and
company stability
Enhanced educational
opportunities
Strengthened
relationships with
stakeholders and
communities
Continuation of ‘Read to
Learn’ program
Provision of 5,937 free
product licences to
schools in need
See People and
Corporate Social
Responsibility section
Community engagement
through educational
programs
Partnering with
organisations
Community initiatives and
partnerships
Completion of award-
winning product suites
for classroom and home
solutions
Launch of several
new products
See What’s New in
FY26 section
Research and
development of new
and existing products
We invested $23.0m
(FY24: $23.9m) in
existing product
enhancements and
$4.1m (FY24: $3.6m)
in new product
development
Strategy and vision are
supported and value
created for shareholders
Strategic acquisitions
made to grow product
offering and market
share in the USA
Profit after tax of $0.2m
(FY24 $57.0m loss)
Total cash and restricted
cash of $11.6m (FY24:
$6.1m)
Total borrowings of nil
(FY24: $1m)
See FY25 Performance
Product development
Fund operational costs
Invest in growth
opportunities
Equity financing
Internally generated cash
flows
Debt funding
Outputs
Business activity
Input
Capital
Outcomes
22
23
Community
3P Learning is committed to creating a positive impact in our
communities as we pursue our company purpose: Better
Ways to Learn. Our people are uniquely placed to improve
the lives of students, teachers, schools and communities. We
recognise both the opportunity and the skills that 3P Learning
possesses to drive positive Community, Environmental, Social
and Governance outcomes.
Digital Environment
We are mindful of privacy and data security for our customers
as we navigate and operate in the digital environment. Our
commitment to digital safety begins at the Board and its
Audit and Risk Committee and extends to all staff interactions
with our customers. 3P Learning products are designed by
applying principles that limit and safeguard information as we
deliver our joyful and effective education programs. We also
work with digital and education bodies to ensure a safe online
learning space (e.g. maintaining certifications from kidSAFE for
our Reading Eggs product).
We do not sell personal data.
Overall
Team
Board of
Directors
Senior
Leadership
Team
Female: 55%
Male: 45%
Female: 20%
Male: 80%
Female: 48%
Male: 52%
Gender
Staff locations
Australia
68%
United
Kingdom
12%
United
States
9%
Canada
8%
New
Zealand
2%
Other
1%
People and Corporate Social Responsibility
Our team at 3P Learning comprises an experienced Board
of Directors, a strong leadership team and just over 350
talented individuals. 3P Learning values cognitive, cultural and
individual diversity. We undertake initiatives that are designed
to support and facilitate our commitment to an inclusive and
diverse workplace. The range of initiatives we undertake
includes flexible working, employee feedback, learning and
development opportunities and more.
25
Giving Back
3P Learning’s Giving Back initiative focuses on the contribution we want to make to education, both locally and globally.
Staff volunteer their time to serve on the Giving Back Committee and lead the initiatives described below. The Giving Back
program in 2025 comprises four tiers:
1. Working with partners
3P Learning continues to work with the Click Foundation, an
NGO in South Africa, as part of its ‘Read to Learn’ program.
In South Africa, 80% of Grade 3 and 81% of Grade 4 learners
cannot read with comprehension in any language. Our
Reading Eggs product has assisted in building core reading
and comprehension skills to address this literacy crisis. This
partnership delivers vital learning outcomes for students,
as well as exposure to the digital environments that are
foundational for their future success. It has resulted in over
200,000 students accessing Reading Eggs annually, with the
Click Foundation facilitating the creation of over 800 jobs for
youth and the installation of more than 20,000 computers.
2. Supporting schools in need
During the year ended 30 June 2025, our Giving Back team
received 18 new requests from schools and outreach groups.
We offered 3,232 free licences for 3P Learning products to
new participants in our initiative, and 2,705 free licences to
eligible continuing participants, to help students access our
learning programs for reading, mathematics and writing. We
recognise that the work of teachers and educators is at the
heart of every community and that the schools and learning
groups we help are challenged by social and economic
barriers to learning. Since 2022, this program has connected
with around 45 schools and groups to date and has utilised
approximately 10,713 licences, contributing to the foundational
skills of learners in our communities.
This year, 3P Learning acquired LiteracyPlanet, which
has a long-standing partnership with The Smith Family in
Australia. Through this partnership, LiteracyPlanet provides
complimentary licences to help build literacy skills for children
supported by The Smith Family. Additionally, 3P Learning has
provided complimentary Reading Eggs licences for younger
children in The Smith Family’s programs in recent years.
In addition, our 3P Learning Giving Back Committee
worked closely with Ronald McDonald Houses across
Australia this year to provide complimentary licences for
seriously ill or injured children and their families. In addition
to the licences, we provided support and training to staff to
ensure the programs are used effectively and can make a
meaningful impact.
Our participating schools and outreach groups provide
regular feedback to our team of volunteers and we continue
to enhance how we can best support the efficacy of our
programs with our Giving Back partners.
3. Supporting employees’ passion projects
We support employee passion projects, where employees can
partner with educational organisations and allocate product
licences to them.
4. Supporting employees through
workplace giving
3P Learning’s Workplace Giving scheme matches employees’
personal donations to selected charities.
EMEA
APAC
AMER
The charities selected by our employees and supported through workplace giving program this year:
26
27
Governance
3P Learning’s Corporate Governance framework empowers
our focus on delivering long-term product excellence and
creating and maintaining shareholder value. Our governance
helps us fulfil our purpose of building Better Ways to Learn
by guiding how we deliver our five company values daily to
customers and by offering programs of choice to schools
and parents. This approach seeks to ensure the creation
and maintenance of our strong customer-facing brand and
products, as well as long-term shareholder value.
Our passion to build Better Ways to Learn connects our Board
to our shareholders; our governance and processes to our
people; and our market-leading products to our customers.
Board of Directors
The role of the Board is to provide leadership and set the
strategic objectives for 3P Learning. The Board oversees
management’s performance in implementing 3P Learning’s
objectives to achieve the company’s ambitions.
Audit and Risk Committee
The role of the Audit and Risk Committee is to oversee the
integrity of 3P Learning’s financial reporting and effective risk
management systems. This Board Committee also reviews and
appoints the company’s external auditors.
People and Culture Committee
The role of the People and Culture Committee is to
oversee the remuneration framework for directors and key
management personnel, and the alignment of remuneration,
performance and reward to attract, retain and motivate
employees who will create value for shareholders. This
Committee also reviews nominations and evaluates the
performance of the Board, individual Directors and the CEO.
Other committees may be established from time to time with
specific responsibilities as delegated by the Board.
The Company’s Corporate Governance Statement addresses
the recommendations contained in the ASX Principles and
Recommendations and is available on 3P Learning’s website at
https://www.3plearning.com/investors/governance/.
Board of Directors
Audit and Risk
Committee
Chief Executive
Officer
Executive Team
Our People
People and Culture
Commitee
Accountability
Delegation,
direction,
resources and
oversight
Governance Structure
28
The 3P Learning Board and executive leadership team are committed to
workplace diversity in its broadest sense and consider this diversity and
inclusiveness a strength of the business and an investment in the creation
of a sustainable business capable of delivering long-term shareholder value.
29
Governance
The number of meetings of 3P Learning’s Board of Directors (“the Board”) and of each Board
Committee held during the year ended 30 June 2025 and the number of meetings attended by
each director, were:
Full board
People and Culture
Committee
Audit and Risk
Committee
Held
Attend
Held
Attend
Held
Attend
Matthew Sandblom
7
7
-
-
-
-
Mark Lamont
7
7
5
5
4
4
Katherine Ostin
7
7
5
5
4
4
Allan Brackin
7
6
5
4
4
3
Belinda Rowe*
4
4
2
2
2
1
Craig Coleman
7
7
-
-
-
-
Committee
Members
Independent
Non-executive
People and Culture
Committee
Belinda Rowe (Chair) 1
Allan Brackin
Katherine Ostin
Mark Lamont (Chair) 1
Audit and Risk
Committee
Katherine Ostin (Chair)
Allan Brackin
Belinda Rowe2
Mark Lamont
*Belinda Rowe resigned as Director on 20 November 2024.
The Board’s two standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees
may be established from time to time with specific responsibilities as delegated by the Board.
The composition of the committees throughout the financial year ended 30 June 2025 was:
1 Following the resignation of Belinda Rowe, the new Chair appointed was Mark Lamont.
2 Belinda Rowe resigned as a Director on 20 November 2024.
3P LEARNING ANNUAL REPORT
30
Matthew Sandblom
Mark Lamont
Board of Directors
Title
Executive Chairman
Independent Non-Executive Director
Matthew has been a Director of the company
since May 2021 and was appointed Executive
Chairman from 25 August 2021.
Mark has been a Non-Executive Director of the
company since March 2018.
Qualifications
BA Economics
BA, Dip Ed
Experience and
expertise
Matthew is an education entrepreneur with
over 35 years of experience building successful
companies. He started his first company, Pascal
Press, in 1989 to publish school workbooks and
study guides. Since then, he has founded or co-
founded many successful companies including
Blake Education, ClickView, 3P Learning and
Blake eLearning. Matthew is driven by the idea
of producing resources for students that deliver
on the promise that they provide better ways
to learn. He was a major shareholder of 3P
Learning prior to its IPO in 2014 and remains a
major shareholder today.
Mark has deep experience in the global education
and EdTech sectors with particular expertise in Internet
applications, international markets and strategic
planning. Previously, he held key executive roles at
myinternet Limited and Follett Corporation (USA).
Other current
directorships
No other ASX listed entity.
No other ASX listed entity.
Chair of EduGrowth Limited since January 2019; Chair
of Typsy Group Pty Ltd since October 2021.
Former
Directorships
(last 3 years)
N/A
Non-Executive Director of Education Services Australia
Limited to 29 February 2024.
Special
responsibilities
N/A
Member of the Audit and Risk Committee
Member of the People and Culture Committee
(and Chair from November 2024)
Interests in
shares
136,384,479
None
31
Craig Coleman
Katherine Ostin
Title
Non-Executive Director
Independent Non-Executive Director
Craig has been a Non-Executive Director of the
company since 16 November 2022.
Kathy has been a Non-Executive Director of the
company since 6 August 2021.
Qualifications
BCom
BCom, GAICD, Chartered Accountant, F Fin
Experience and
expertise
Craig is co-founder and Managing Partner of
Viburnum Funds Pty Ltd, a private and public
equities fund manager. Previously, he was
Managing Director and then Non-Executive
Director of ASX-listed Home Building Society
Limited, and prior to this, he held senior
executive positions and directorships with ANZ,
as well as serving as Non-Executive Director of
ETRADE Australia Limited.
Kathy has strong financial, audit and risk management
experience, having been a senior audit partner at
KPMG from 2005 to 2017 before transitioning to her
NED career in 2018. Her expertise extends to a broad
sector of industries including technology, content and
communications, media and entertainment.
Other current
directorships
Non-Executive Chair of Sports Entertainment
Group Ltd (ASX: SEG) since November 2017; and
Non-Executive Director of GTN Limited (ASX:
GTN) since June 2024; Non-Executive Director of
Coventry Group Ltd (ASX: CYG) since April 2025.
Non-Executive Director of dusk Group Ltd (ASX:
DSK) since September 2020; Next Science Limited
(ASX: NXS) since October 2023; Elanor Commercial
Property Fund (ASX: ECF); Elanor Investors Group
(ASX: ENN) since January 2024; and Healius Limited
(ASX: HLS) since December 2024.
Former
Directorships
(last 3 years)
Non-Executive Director of Universal Biosensors
Inc (ASX: UBI) resigned June 2025.
Non-Executive Director of Capral Limited (ASX: CAA),
resigned in May 2025.
Special
responsibilities
N/A
Chair of the Audit and Risk Committee
Member of the People and Culture Committe
Interests in
shares
54,300,428 (indirectly, being the shares
held by Viburnum Funds Pty Ltd and other
related entities)
None
3P LEARNING ANNUAL REPORT
32
Belinda Rowe
Allan Brackin
Board of Directors
Title
Independent Non-Executive Director
Independent Non-Executive Director
Allan has been a Non-Executive Director of the
company since 6 August 2021 and has been the
Company’s Senior Independent Director since
25 August 2021.
Belinda has been a Non-Executive Director of the
company during the period 20 September 2021 to
20 November 2024.
Qualifications
BAppSc
BA, AFA (Advertising Federation Australia)
Graduate, GAICD
Experience and
expertise
Allan has over 40 years of experience in the
technology industry and has a proven track
record as a business builder and adviser. His
expertise spans business strategy, sales and
marketing, process re-engineering, change
management, financial management, merger
and acquisition activity and governance.
Previously, Allan was the CEO and Managing
Director of Volante Group Ltd, founder and
CEO of AAG Technology Services and has
served as Chair of Opticomm Ltd, GBST Ltd
and RPM Global Limited.
Belinda is an experienced business leader and
a successful marketing executive. Her extensive
professional experience encompasses marketing
communications, content, media and digital marketing
technologies. She led media and marketing
communications businesses for Zenith and Publicis
Media globally while based in the UK, and held many
senior roles in the marketing industry, including serving
as CEO of ZenithOptimedia for 10 years in Australia
and as Director, Brand & Marketing Communications
for O2 Telefonica in the UK.
Other current
directorships
Non-Executive Director of Wagners
Holding Company Limited (ASX: WGN) since
February 2025.
Non-Executive Director of ARN Media Ltd
(ASX: A1N) since 5 February 2019; Non-Executive
Director of Temple & Webster Group Ltd (ASX: TPW)
since 26 February 2021; Non-Executive Director of
Sydney Swans Limited since September 2021;
Non-Executive Director of Sky New Zealand
(ASX: SKT) since 1 March 2023.
Former
Directorships
(last 3 years)
Non-Executive Director of Sovereign Cloud
Holdings Limited (ASX: SOV) to October 2022;
Integrated Research Limited (ASX: IRI) to
September 2023.
Soprano Design Ltd (resigned 2023)
Special
responsibilities
Member of the Audit and Risk Committee
Member of the People and Culture Committee
Roles held prior to resignation:
Chair of the People and Culture Committee
Member of the Audit and Risk Committee
Interests in
shares
322,895
17,000 (as at November 2024)
33
Please note that in the previous tables, ‘Other current
directorships’ refer to the current directorships for listed
entities only, and excludes directorships of all other types of
entities, unless otherwise stated.
‘Former directorships (last 3 years)’ refer to directorships
held in the last three years for listed entities only, and
excludes directorships of all other types of entities, unless
otherwise stated.
Skill matrix
3P Learning seeks to achieve a range of skills, experience and
expertise on the Board, together with the level of competence
and understanding required to deal with current and emerging
business issues to oversee 3P Learning’s strategic objectives
and performance.
The table below provides a summary of the skills identified
and highlights the areas where each Director has significant
professional expertise.
Skill / Experience
Matthew
Sandblom
Mark Lamont
Katherine Ostin
Allan Brackin
Craig Coleman
Extensive public company
board and/or C-level
experience
Significant experience
in developing effective
corporate strategy
Significant experience in
accounting and finance,
and capital management
Strong experience in
identifying key risks to
the organisation and legal
compliance
Experience in M&A activity
and investor relations
Expertise in sales and
marketing to consumer
and B2B
Expertise and significant
experience in digital,
e-commerce, software
enterprise leadership and
management
Distinguished career in
education and education
technology products
Significant global business
experience (more than
three countries)
Experience with labour,
environmental, social
and governance (ESG)
initiatives
B2B Only
3P LEARNING ANNUAL REPORT
34
3P Learning operates in
a highly competitive and
global industry. There are
many online education
participants targeting the
school K–12 segment,
many with significant
resources and access to
capital.
Competition
risks
Technology
risks
3P Learning’s technology
platforms and systems
might be disrupted by
new technologies or
become obsolete, which
could affect 3P Learning’s
reputation, ability to
generate income and
financial performance.
3P Learning actively monitors
competitor activities and
engages with market
participants. Extensive market
research is conducted and 3P
Learning has developed core
solutions referred to as
3 Essentials.
Legacy components are
actively identified and either
retired or modernised.
3P Learning is dedicated to
differentiating our products,
thereby creating increased
value for our customers and
establishing competitive
advantages in the market.
Knowledge sharing of key
legacy systems and building
for the future ensures that
our technology platforms
are continually maintained,
operate at high efficiency
and serve as sources
of information for future
innovations.
Key Risk
Key Response
Key Opportunity
Risks and Opportunities
The Board recognises that the proactive identification and
management of risk is crucial to delivering 3P Learning’s
group strategy. Risk management enables the Board
and Senior Leadership to make effective decisions and
navigate toward our strategic goals. The ability to identify
and appropriately manage risks is key to building long-term
shareholder value.
The Audit and Risk Committee is responsible for 3P Learning’s
Risk Management Framework and for overseeing the
implementation of effective risk management systems and
processes. Within this framework, the Committee monitors
both the risks that drive innovation and strategic objectives
and the risk actions required to safeguard operations on an
ongoing basis. The Committee has overseen the continuous
development of a risk policy and risk management plan, which
are reviewed and approved by the Board from time to time.
The Committee has satisfied itself that the processes and
procedures followed for identifying, managing and reporting
on risks are adequate. It should be noted that the risk factors
discussed in the table below are not exhaustive but rather
address those risks that are most relevant to 3P Learning.
Revenue and
economic
risks
The market in which
3P Learning operates is
impacted by schools’ ability
to fund the purchase of
education technology for
their students. A significant
decline in school funding,
changes to schools’
purchasing decision
processes, or education
regulatory changes in
any market could result in
reduced demand for 3P
Learning’s products. Sales
made directly to consumers
may also be impacted
by general economic
performance of a region.
3P Learning sells products
in both B2B and B2C
markets across multiple
regions. This diversified
footprint reduces the
exposure to and reliance on
funding, policies or economic
changes experienced in any
particular market.
By operating in B2B and
B2C markets across multiple
regions, 3P Learning has
exposure to larger markets
and increased growth
opportunities.
35
Privacy and
data security
risks
As a technology-focused
education business,
compliance with privacy
and data security,
safeguarding customer and
student data and managing
information security are
paramount considerations
that influence 3P Learning’s
approach to all aspects
of its operations and
decision-making. 3P
Learning is cognisant of
the industry in which it
operates and of the need
to meet legal, community
and customer expectations
in relation to privacy of
personal information and
cybersecurity, as these
risks have the ability to
impact students,
3P Learning’s reputation,
sales and consequently
shareholder value.
3P Learning seeks to
manage privacy and system
security risks through its risk
management framework,
which includes regular
reviews of the nature and
severity of these risks and the
effectiveness of controls and
mitigatory measures put in
place to manage them.
3P Learning has implemented
a privacy compliance
framework to monitor and
assess processes, and has
developed and implemented
data breach response plans.
Additional measures to
address this key risk include
staff training and education,
technical, administrative and
physical security measures,
as well as regular audits
and testing conducted both
internally and by independent
advisers.
By consistently
communicating and
delivering on our
commitments to ensure the
privacy and safekeeping of
personal information, we
strengthen our relationships
with our people and
customers, building trust in
our product solutions within
a rapidly changing digital
environment.
3P Learning’s delivery of
products and services
operates in digital and web-
based environments with
vendors, customers and
our technology solutions
exposed to changing cyber
security needs, cyber risks
and threats.
Volatility in exchange rates
can impact the Group’s
ability to maintain or grow
margins.
3P Learning’s product and
technology teams review
both the content and
technology delivery of our
programs and services to
identify regarding potential
cyber risks. 3P Learning seeks
to safeguard the value of our
digital and intellectual property
assets for our shareholders
and our learners, as overseen
through our risk management
framework.
Within our global operations,
foreign exchange is managed
on a weekly basis. In addition,
the Board is of the view that
natural hedges presently
mitigate any exchange rate
volatility risk for 3P Learning to
an economically acceptable
level. Natural hedging occurs
when revenue earned by 3P
Learning in a foreign currency
exceeds or closely matches the
expenses 3P Learning incurs in
that same foreign currency.
Innovation and meeting
our customers’ needs align
with the growing maturity of
learning and working with
digital tools. The growth of
these markets for future-
fit education applications
represents a key opportunity
for 3P Learning.
3P Learning utilises its natural
hedge advantage to engage in
more proactive and strategic
financial management
practices. 3P Learning can also
expand operations in foreign
markets with favourable
economic conditions.
Cyber
and digital
environment
risks
Exchange
rate risks
Key Risk
Key Response
Key Opportunity
3P Learning Limited
Contents
For the year ended 30 June 2025
Page
Financial Statements
Directors' report
38
Remuneration report
44
Auditor's independence declaration
63
Consolidated statement of profit or loss and other comprehensive income
64
Consolidated statement of financial position
65
Consolidated statement of changes in equity
66
Consolidated statement of cash flows
67
Notes to the consolidated financial statements
68
Notes to the consolidated financial statements
Financial results and financial position
1
General information
68
2
Operating segments
72
3
Revenue
74
4
Administrative expenses
76
5
Buy-back of distributor rights
76
6
Depreciation and amortisation expenses
76
7
Marketing expenses
77
8
Taxation
77
9
Earnings per share
80
10
Trade and other receivables
81
11
Deferred contract costs
82
12
Other assets
83
13
Plant and equipment
84
14
Intangible assets
85
15
Leases
90
16
Trade and other payables
92
17
Contract liabilities
93
18
Provisions
93
Employee benefits
19
Employee benefits expense
95
20
Key management personnel disclosures
95
21
Share-based payments
96
Capital management
22
Issued capital
98
23
Reserves
99
24
Borrowings
101
25
Cash and cash equivalents
102
26
Cash flow information
102
3P Learning Limited
Contents
For the year ended 30 June 2025
Page
Treasury and financial risk management
27
Financial instruments
103
28
Fair value measurement
107
Other disclosure
29
Remuneration of auditors
107
30
Commitments
107
31
Contingencies
108
32
Related parties
108
33
Parent entity information
109
34
Interests in subsidiaries
111
35
Business combinations
112
36
Deed of cross-guarantee
114
37
Events occurring after the reporting date
116
Reports
Consolidated entity disclosure statement
117
Directors' declaration
119
Independent auditor's report
120
Shareholder information
125
Corporate directory
127
3P Learning Limited
Directors' report
30 June 2025
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the "Group") consisting of 3P Learning Limited (referred to hereafter as the "Company" or "parent entity") and the entities
it controlled at the end of, or during, the year ended 30 June 2025.
1. Directors
The following persons were Directors of 3P Learning Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Matthew Sandblom
Executive Chairman and Director
Allan Brackin
Non-Executive Director
Mark Lamont
Non-Executive Director
Katherine Ostin
Non-Executive Director
Belinda Rowe
Non-Executive Director, resigned 20 November 2024
Craig Coleman
Non-Executive Director
For all directorships of other listed companies held by the Directors above in the past 3 years, please refer to page 30-32.
2. Principal activities
The Group operates within the education technology sector. During the financial year, the principal continuing activities of
the Group consisted of the development, sales and marketing of educational software and ebooks to schools and to parents
of school-aged students, delivered via a Software-as-a-Service subscription model.
3. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
4. Review of operations
Business overview
The Group is a global leader in online education. The Group's 3 Essentials suite of reading, writing and maths products are
designed to facilitate dynamic and engaging learning experiences for educator and learner alike, to address the complex
challenges faced by teachers and students in the modern classroom and at home.
The Group has over 350 educators, engineers, product designers and other personnel around the world, servicing schools
and parents in over 140 countries. Today, the Group is trusted by more than 5 million students in over 16,000 schools
globally. The Group's mission is to enable "Better Ways to Learn".
A summary of revenue and other income for the year ended 30 June 2025 is set out below:
2025
$ '000
2024
$ '000
Licence fees
104,105
105,604
Copyright licence fees
3,385
3,062
Other revenue
1,395
1,283
Total revenue
108,885
109,949
Other income
191
95
Total revenue and other income
109,076
110,044
38
3P Learning Limited
Directors' report
30 June 2025
4. Review of operations (continued)
Business overview (continued)
Total revenue for the year ended 30 June 2025 was $108.9 million (30 June 2024: $109.9 million).
Licence fees revenue decreased by $1.5 million to $104.1 million, down 1.4% on prior year reflecting higher churn in APAC
and EMEA markets and the transition from our distributor partner in the USA.
A reconciliation of statutory loss before income tax benefit for the year to underlying earnings before interest, tax,
depreciation and amortisation (Underlying "EBITDA") is as follows:
2025
$ '000
2024
$ '000
Statutory loss before income tax benefit
(96)
(66,159)
Buy-back of distributor rights
-
19,628
Corporate advisory costs
208
238
Deferred contract costs on buy-back of distributor rights
1,549
-
Depreciation and amortisation expense
10,634
10,945
Finance costs
545
235
Gain on bargain purchase
(234)
-
Impairment losses
-
45,148
Interest income
(280)
(590)
Restructure and integration costs
1,946
2,168
Unrealised foreign exchange loss
1,277
391
Underlying EBITDA
15,549
12,004
Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding unrealised foreign
exchange losses and gains, corporate advisory costs, restructure and integration costs, buy-back of distributor rights, gain
on bargain purchase, impairment losses and deferred contract costs on buy-back of distributor rights arising prior to the
buy-back in the previous financial year.
The Directors have provided Underlying EBITDA after careful consideration of the requirements and guidelines contained in
ASIC’s Regulatory Guide 230 "Disclosing non-IFRS financial information". Underlying information, including this
reconciliation to net loss after income tax benefit, has been provided to meet the demands from users of the financial
reports for information to better understand aspects of the Group’s performance. The Directors believe that Underlying
EBITDA is the most appropriate measure of the maintainable earnings of the Group and thereby best reflects the core
drivers of, and ongoing influences upon, those earnings.
Acquisition of Intrepica Pty Ltd
On 3 January 2025, the Group completed the acquisition of 100% of the shares in Intrepica Pty Ltd ("LiteracyPlanet"). The
total cash consideration of $1.5 million consisted of $1.2 million in cash consideration paid to the shareholders of
LiteracyPlanet and $0.3 million in acquisition-related cost. LiteracyPlanet revenue of $0.8 million and after tax loss of $0.4
million is included in the Group results, under the B2B segment, following the consolidation of LiteracyPlanet on 3 January
2025. Refer to note 35 for details.
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4. Review of operations (continued)
Segment review
Segment revenue and other income for the year is as follows:
2025
$ '000
2024
$ '000
Change
$ '000
Change
%
Business-to-School (B2B)
65,628
66,924
(1,296)
(1.9%)
Business-to-Consumer (B2C)
43,448
43,120
328
0.8%
Total revenue and other income
109,076
110,044
(968)
(0.9%)
Segment Underlying EBITDA is as follows:
2025
$ '000
2024
$ '000
Change
$ '000
Change
%
Business-to-School (B2B)
10,231
5,040
5,191
103.0%
Business-to-Consumer (B2C)
7,775
9,190
(1,415)
(15.4%)
Corporate
(2,457)
(2,226)
(231)
10.4%
Total Underlying EBITDA
15,549
12,004
3,545
29.5%
B2B segment
Revenue and other income in the B2B segment decreased by $1.3 million to $65.6 million due to higher churn in the APAC
and EMEA regions and the transition from our distributor partner to our in-house sales team in the USA, where we had to
unwind longstanding product bundle relationships. This was completed in FY25.
Underlying EBITDA of $10.2 million in B2B has increased by $5.2 million due to careful cost management throughout the
year and the reduction in product and technology costs as we passed peak product investment of the last 3 years.
B2C segment
Revenue and other income in the B2C segment increased by $0.3 million due to increased sales of yearly subscriptions
and the introduction of a premium product for the USA homes market.
Underlying EBITDA of $7.8 million decreased by $1.4 million due to increased product and technology investment in the
B2C segment.
Group performance
Loss before income tax was $96,000 (30 June 2024: loss of $66.2 million). The profit for the Group after providing for
income tax and non-controlling interest amounted to $0.2 million (30 June 2024: loss of $57.0 million).
As at 30 June 2025, the Group has $8.5 million (30 June 2024: $2.0 million) of cash and cash equivalents and nil
borrowings (30 June 2024: $1.0 million). At 30 June 2025, $3.1 million (30 June 2024: $4.1 million) of restricted cash (refer
to note 12 for details) is held as security for the Group merchant banking arrangements. The aggregate of cash and cash
equivalents, term deposits and restricted cash is $11.6 million (30 June 2024: $6.1 million).
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4. Review of operations (continued)
Material business risks
The material business risks faced by the Group that are likely to have an effect on the financial prospects of the Group are
outlined below. For detailed discussion of business risks refer to page 34.
Competition risks: The Group operates in a highly competitive and global industry. There are many online education
participants targeting the school K–12 segment, many with significant resources and access to capital.
Technology risks: The Group’s technology platforms and systems might be disrupted by new technologies or become
obsolete, which could affect the Group’s reputation, ability to generate income and financial performance.
Privacy and data security risks: As a technology-focused education business, compliance with privacy and data security,
safeguarding customer and student data and managing information security are paramount considerations that influence
the Group’s approach to all aspects of its operations and decision-making. The Group is cognisant of the industry in which it
operates and of the need to meet legal, community and customer expectations in relation to privacy of personal information
and cybersecurity, as these risks have the ability to impact students, the Group’s reputation, sales and consequently
shareholder value.
Revenue and economic risks: The market in which the Group operates is impacted by schools’ ability to fund the
purchase of education technology for their students. A significant decline in school funding, changes to schools’ purchasing
decision processes, or education regulatory changes in any market could result in reduced demand for the Group’s
products. Sales made directly to consumers may also be impacted by general economic performance of a region.
Exchange rate risks: Volatility in exchange rates can impact the Group’s ability to maintain or grow margins.
Cyber and digital environment risks: The Group's delivery of products and services operates in digital and web-based
environments with vendors, customers and our technology solutions exposed to changing cyber security needs, cyber risks
and threats.
5. Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
6. Matters subsequent to the end of the financial year
No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect,
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
7. Likely developments and expected results of operations
The Group’s growth is expected to be supported by the continuing trend of schools, teachers, parents and students seeking
more engaging and interactive online learning resources with proven pedagogical efficacy.
The Group expects to continue to focus its product development and distribution efforts on the core areas of reading, writing
and maths. The Group also expects to continue to invest in its scalable internal sales and marketing to support its growth in
both existing and new territories.
8. Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
9. Information on Directors
Information and meetings of the Directors are included in the Board of Directors section on page 30.
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10. Company secretary
Joyce Li (BA Communications, LLB, LLM) continues in office as the company secretary and brings her experience working
with listed companies and corporate governance.
11. Shares under option
There were no unissued ordinary shares of 3P Learning Limited under option outstanding at the date of this report.
12. Shares under share appreciation rights
Unissued ordinary shares of the Company under share appreciation rights at the date of this report are as follows:
Grant date
Rights vesting date(iii)
Exercise price
No. of rights
07/02/2022
31/08/2024
$0.00
843,663
17/10/2022
29/08/2025
$0.00
1,648,442
29/09/2023
08/2026
$0.00
1,534,499(i)
20/11/2024
08/2027
$0.00
2,890,090(ii)
i. Share appreciation rights of 1,534,499 outstanding under this FY24 LTI grant at 30 June 2025 includes 214,617 share
appreciation rights that will be forfeited in August 2025.
ii. Share appreciation rights of 2,890,090 outstanding under this FY25 LTI grant at 30 June 2025 includes 363,268 share
appreciation rights that will be forfeited in August 2025.
iii. Subject to the share appreciation rights vesting following the assessment of performance measures, the period under
which vested rights may be exercised is five years from the grant date.
No person entitled to exercise the performance and share appreciation rights had or has any right by virtue of the
performance and share appreciation rights to participate in any share issue of the Company or of any other body corporate.
For details of share appreciation rights issued and forfeited during the year, refer to note 21.
13. Shares issued on the exercise of share appreciation rights
There were no ordinary shares of the Company issued on the exercise of share appreciation rights during the year ended
30 June 2025 and up to the date of this report.
14. Indemnity and insurance of officers
The Company has indemnified the Directors and executives of the Company for costs incurred, in their capacity as a
Director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the
financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company
against a liability to the extent permitted by the Corporations Act 2001 (Cth). The contract of insurance prohibits disclosure
of the nature of the liability and the amount of the premium.
15. Indemnity and insurance of auditor
To the extent permitted by law, the Company has agreed to indemnify its auditors, KPMG, as part of its audit engagement
agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to
indemnify KPMG during the financial year and up to the date of this report.
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16. Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 (Cth) for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
17. Non-audit services
Amounts paid or are payable to the auditor for non-audit services during the financial year were $1,500 (2024: nil) as
outlined in note 29.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor, is compatible
with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 29 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001.
18. Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by ASIC, relating to "rounding-off".
Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand
dollars, or in certain cases, the nearest dollar.
19. Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 (Cth) is set
out immediately after this Directors' report.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001
(Cth).
On Behalf of the Directors
________________________
Matthew Sandblom
Executive Chairman
29 August 2025
Sydney
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30 June 2025
Letter from People and Culture Committee Chair
Dear Shareholder
On behalf of the Board of 3P Learning, I am pleased to present the Company’s Remuneration Report for the financial year
ended 30 June 2025.
Strategically, FY25 has been a year where we have continued to enrich our existing product offering, focusing both on
content and enterprise functionality. Our ongoing commitment to the 3 Essentials in APAC, and its introduction to the EMEA
market, has created an exciting opportunity for our teams to work cross-functionally, and globally, to meet market demands.
We also have a well-established team in the Americas market who are gaining momentum with both B2C and B2B
customers as we continue to enhance our product offerings for these segments.
As we evolve our strategy, we have restructured our workforce to ensure the right capabilities are in place for our next
stage. This has included a further reorganisation of our Technology and Product teams to focus on key product deliverables
and a restructure of our EMEA Sales team to drive our focus on the introduction of the 3 Essentials into schools within this
region.
We saw a change in our Chief Financial Officer during FY25, with Anton Clowes stepping down and Adam McArthur
appointed into the role in November 2024. Adam is well known to 3P Learning, due to his previous engagements with the
company on a consulting basis, and has been able to hit the ground running in leading both the Finance and Operations
teams across the group. Adam has been instrumental in driving our operational transformation agenda with a broad
program of work underway to streamline our processes, platforms and capabilities as we seek to “find better ways” (in the
words of one of our values).
Despite the impact of organisational change, our engagement results continue to be strong and our voluntary turnover is
steady. Our people continue to see significant value in our company purpose and values, our approach to diversity and
inclusion, flexible working, people leadership and social responsibility, all of which scored 85% or higher in our FY25
employee survey.
We have also recently formed a key global leadership cohort, known as our Extended Leadership Team (ELT) who are an
important talent pool for our executive roles of the future. Our ELT came together in person for the first time in May from
around the world to play a role in strategic planning and operational transformation and to commence the first of a series of
development initiatives that will roll out across FY26.
Our executive remuneration has continued to be aligned with measures that support shareholder outcomes via aggregate
Earnings Per Share and aggregate Group Revenue targets in our Long Term Incentive Plan, and group Revenue and
Underlying EBITDA targets in our Short Term Incentive Plan.
FY25 Remuneration Outcomes:
Our CEO and CFO received an increase in fixed remuneration. These increases were approved by the Board and
within the 3% salary pool increase. Our CRO’s fixed remuneration did not change due to a change in role in late FY24.
In relation to Short Term Incentive (STI) targets for the CEO, CFO and CRO, these are comprised of group financial
and non-financial targets (refer to section 2). A portion of these incentives will be paid, in line with targets that have
been achieved, including 50% of the additional incentive for the CRO, based on achievement of the contribution margin
target.
In relation to Long Term Incentives, Share Appreciation rights were granted in FY23 to select executives including
KMP, with performance measures over a 3 year period. This equity plan has been weighted equally between aggregate
revenue and underlying earnings per share (EPS). Revenue was not achieved for the Long Term Incentive, however
EPS was achieved.
There were no changes to the existing Board fee base or Committee fees during the reporting period.
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FY26 Remuneration Strategy
We propose to make one change to the targets used to measure short-term success within our executive remuneration
structure in FY26. The previous target that pertained to Group Revenue achievement will be replaced by a Group Cash
Billings target to focus all executives, and the broader business, on driving a more direct measure of short-term sales
growth to enable insight to medium and long term initiatives. We believe this design to be favourable to the performance
outcomes that shareholders are seeking. We do not propose any other changes to the current remuneration structure.
Our people and culture strategy for FY26 is focused on enhancing performance through great leadership, fostering
emerging talent, developing the capabilities we need now and for the future and improving productivity through operational
transformation.
We have a highly committed global team who are passionate about our incredible products and inspired every day by the
difference that they make for children around the world. Our team are ready for the year ahead and we look forward to
sharing more about 3P’s ongoing success as we deliver our FY26 strategy.
__________________________
Mark Lamont
People and Culture Committee Chair
29 August 2025
Sydney
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Remuneration report
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Remuneration report (audited)
The Directors of 3P Learning Limited present the Remuneration Report ("the Report") for the Company and its controlled
entities for the year ended 30 June 2025 ("the Group"). This Report forms part of the Directors’ Report and has been
audited in accordance with section 300A of the Corporations Act 2001 (Cth).
The Report details the remuneration arrangements for the Company’s key management personnel ("KMP") comprised of:
• Non-executive Directors ("NEDs")
• Executive Director, Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Chief Revenue Officer ("CRO")
(collectively "the Executives").
Overview
The remuneration report is presented under the following headings:
Page
1 Key management personnel
46
2 Overview of executive remuneration
47
3 Performance and Executive remuneration outcomes in FY25
53
4 Non-executive Directors’ remuneration
58
5 Service agreements
59
6 Share-based compensation
60
7 Additional disclosures relating to KMP
61
8 Other transactions with KMP and their related parties
62
1. Key management personnel
The KMP of the Group are those persons who, directly or indirectly, have authority and responsibility for planning, directing
and controlling the major activities of the Company and Group. The table below outlines the KMP of the Group and their
movements during the financial year.
Name
Position
Term as KMP
Non-Executive Directors
Mark Lamont
Non-executive Director
Full financial year
Allan Brackin
Non-executive Director
Full financial year
Katherine Ostin
Non-executive Director
Full financial year
Belinda Rowe
Non-executive Director
Ceased 20 November 2024
Craig Coleman
Non-executive Director
Full financial year
Executive Director
Matthew Sandblom
Executive Chairman
Full financial year
Other KMP
Jose Palmero
Chief Executive Officer (CEO)
Full financial year
Adam McArthur
Chief Financial Officer (CFO)
Appointed on 18 November 2024
Lynda Pendino
Chief Revenue Officer (CRO)
Full financial year
Former KMP
Anton Clowes
Chief Financial Officer (CFO)
Ceased 18 November 2024
The Board welcomed the appointment of Adam McArthur as CFO on 18 November 2024.
The focus of this report is the remuneration arrangements and outcomes for the KMP listed in the table above. It also
outlines information about the remuneration policy and arrangements for the Group’s senior executive team more broadly.
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2. Overview of executive remuneration
Overview of 3P Learning remuneration policy and structures
The People and Culture Committee ("P&CC") is responsible for developing, reviewing, making recommendations, and
providing assistance and advice to the Board on the remuneration arrangements for the Company’s Directors and
executives and in relation to key employment policies and practices. The performance of the Group depends on the quality
of its Directors and senior executives.
The Company’s remuneration philosophy is to attract, retain and motivate exceptional performance and high-quality talent.
The Group's executive reward framework is based on objectives to:
align senior executive rewards with achievement of strategic objectives and the delivery of shareholder value
provide competitive remuneration packages that recognise both individual and organisational performance.
The remuneration framework, and any potential changes to that framework, are assessed on the following guiding
principles:
alignment to long-term value creation and strategy
fairness for all stakeholders
simple to understand and administer
motivating to executives
encouraging of executive ownership and accountability to the Company and its stakeholders.
The P&CC and the Board have structured an executive remuneration framework that is market-competitive; designed to
retain and motivate the Company’s leadership team; and sets a standard for transparency and good corporate governance.
The determination of non-executive Director and executive remuneration is separately addressed below.
During the financial year the Company did not engage remuneration consultants to advise on remuneration policy or the
structure or level of executive remuneration. During the financial year, the fixed and variable remuneration levels and
structure of executive KMP remuneration were reviewed. The base salary for the CEO was increased by 3% in line with a
business review. The base salary remuneration for the CRO was unchanged during the financial year and following her
appointment in May 2024. The variable incentives were developed against global financial targets and individual
performance metrics to align with strategic plans and measurable targets. The fees for non-executive Directors were
maintained at the same level as the prior year, subject only to the increase in statutory superannuation. The fee to the
Executive Chairman was also maintained in the same arrangement as the prior year.
Our executive remuneration policy and structures
In light of the Group’s remuneration philosophy, the Board considers the levels of fixed (base) remuneration and variable
remuneration consisting of Short and Long-Term Incentives. The guiding principles of the remuneration framework are
applied when considering the measures and targets for variable remuneration, alongside the Company’s strategy and long-
term shareholder value. The appropriate performance targets for Short and Long-Term Incentives are reviewed by the
P&CC, and approved by the Board for the relevant executives.
Reviews of executive remuneration levels are conducted annually by the P&CC and are approved by the Board as follows:
The remuneration of the CEO is reviewed by the P&CC to determine the optimal mix between fixed and "at risk"
incentive components, and the appropriate measures and performance targets, prior to Board review and approval.
The remuneration of the CFO, CRO and other non-KMP executives are reviewed by the CEO and P&CC in relation to
the appropriate fixed remuneration and performance measures and incentives, and are approved by the Board.
The variable Short-Term Incentive ("STI") and Long-Term Incentive ("LTI") remuneration offered is set out below.
During the reporting period, the Executive Chairman receives remuneration under a services agreement. The services
agreement provides that the Executive Chairman may receive remuneration capped at $100,000 and does not include
variable STI or LTI remuneration. Since his appointment, the Executive Chairman has elected to receive a nominal fee of
$1 per annum.
The following sections on remuneration for executive KMP do not apply to the Executive Chairman.
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2. Overview of executive remuneration (continued)
Details for each of the individual components for remuneration for executive KMP in both FY25 and FY24 are as follows:
Fixed
Variable or "At Risk" Performance-Based
Remuneration Structure
Fixed remuneration
STI
LTI
Attracts and retains high
performance talent
Rewards current year
performance
Rewards longer term sustainable
performance
FY25 & FY24
Fixed salary reviewed
against benchmarks,
market peers and
experience
Includes superannuation
and salary sacrifice non-
monetary benefits
25–50% of fixed
remuneration at target
STI
Focus on revenue,
Underlying EBITDA, key
strategic projects and
people leadership
Weighting of group "at
target" performance
targets:
- revenue (up to 40%)*
- Underlying EBITDA
targets (up to 40%)*
- key strategic projects
(up to 20%)
- people and culture KPIs
(up to 20%).
* "Stretch targets" can
apply.
25–50% of fixed
remuneration at target
LTI
Grant of share
appreciation rights
Encourage greater
executive ownership of
the Company, strengthen
alignment with long-term
growth of the Company
B2B expansion target
incentive (CRO only)
Rewards current year
performance
Improve B2B billings
(50%) and contribution
margins (50%)
Up to $100,000
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2. Overview of executive remuneration (continued)
Elements of executive remuneration
Fixed remuneration
The fixed remuneration component consists of base salary, superannuation and other non-monetary benefits and is
designed to reflect the executive’s scope of their role and responsibilities, their skills, experience and qualification, and
individual and group performance.
The fixed remuneration of the CEO is reviewed by the P&CC annually for performance against annual key performance
indicators ("KPIs") set at the start of the financial year, as well as available market data including benchmarks to
comparable roles in similar companies. The fixed remuneration of the CEO is approved by the Board.
The fixed remuneration of the CFO, CRO and non-KMP executives reporting to the CEO is reviewed by the CEO annually
with consultation with the P&CC, and approved by the Board.
During the year, the fixed remuneration of the CEO was increased by 3% as compared to the prior financial year.
Performance-based remuneration
The "at risk" performance based remuneration components for eligible Executives and non-KMP executives align reward
with the achievement of annual and longer term objectives of the Group, and the optimisation of shareholder value over the
short and long term.
Short-Term Incentive
The STI plan provides eligible Executives and non-KMP executives with the opportunity to earn an annual incentive award
which is delivered in cash. The key objectives of the STI program are to drive and reward outstanding performance against
annual strategic financial and operational performance objectives, promote effective management of capital, and position
the Company to continuously achieve in future years.
How is it paid?
100% of an STI award is paid in cash after the assessment of annual performance.
How much can an eligible Executive earn?
Eligible Executives and non-KMP executives have a target STI opportunity of up to 25% of fixed remuneration while the
CEO has a target STI opportunity of up to 50% of fixed remuneration.
The FY25 target STI is designed to deliver strong performance and sustainable growth by motivating talent and rewarding
performance. Participants have the opportunity to earn up to 100% of the STI target for achieving the target under each
KPI.
For performance that significantly exceeds targets, the Board and CEO may consider increasing the target award above
100% (i.e. stretch targets). The Board retains the discretion to adjust STI outcomes up or down to reflect the achievement of
results consistent with strategic priorities and alignment with shareholder value.
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2. Overview of executive remuneration (continued)
How is performance measured?
The financial performance measures that are set for eligible Executives and non-KMP executives are based on a range of
profit, revenue, key strategic project and people leadership targets.
For the current year, the Board considers the financial measures (revenue and Underlying EBITDA) to be appropriate as
they are aligned with the Group’s objective of delivering profitable growth and improved shareholder returns. The inclusion
of key strategic projects and people leadership targets also refreshed the delivery focus for the Company’s strategic plans
and initiatives in relation to the 3 Essentials product offering, to build and sustain longer term shareholder returns. No
amount is payable unless at least one of the financial metrics is achieved.
Summary of the performance measures and weightings for the "at target" FY25 STI plan:
Financial
year
Revenue
Underlying
EBITDA
Key Strategic
Projects
People and
Culture
CEO
2025
35%
35%
20%
10%
CFO
2025
40%
40%
Not applicable
20%
CRO
2025
40%
40%
Not applicable
20%
Non-KMP executive
2025
40%
30%–40%
0%–20%
10%–20%
The performance measures for non-KMP executives consist of a range of business KPIs developed to align with their
responsibilities. Stretch targets for financial KPIs can also apply.
If the participant commenced their role during the financial year, any STI payment that is made will be on a pro rata basis
from their commencement date. Staff that are not actively employed at the date of the STI award payment is not eligible to
receive the reward.
When is it paid?
The STI award is finalised and paid after the release of the Company’s full financial year results in August, following a
review of performance over the year against the STI financial and non-financial performance measures by the CEO (and in
the case of the CEO, by the Board). The Board approves the final STI award based on the assessment of performance. The
STI award is wholly paid in cash within two months after the end of the performance period.
Deferral terms
Payment of STI is not deferred.
B2B expansion target incentive
In addition to the STI opportunity, the CRO is eligible for an additional target incentive award of up to $100,000. Eligibility is
based on two performance measures associated with improving B2B billings and contribution margins. The timing of
payment is consistent with the STI.
Long-Term Incentive
To align with the creation of shareholder value, the Company’s LTI Plan aims to reward KMP and non-KMP executives
through the allocation of an equity award that is subject to specific performance conditions.
The LTI Plan has been developed with the objectives of aligning exceptional performance with medium- to long-term growth
and shareholder value. The plan sets the appropriate measures and incentive to drive performance and execution of the
Company’s strategic goals over that longer term. The LTI Plan provides participants the opportunity to be awarded rights
that may be exercised as issued shares subject to a combination of the vesting conditions. Those conditions were
determined to be appropriate to align the performance objectives of the Company for growth and shareholder value, while
balancing the terms that would attract, motivate and reward talented executives for performance over the performance
period.
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2. Overview of executive remuneration (continued)
How is it paid?
The 3P Learning Equity Incentive Plan Rules ("Plan Rules"), the incentive offer and the vesting conditions will determine
the number of rights that vest, and how the incentive is paid, to eligible Executives.
During the current year, eligible Executives were granted Share Appreciation Rights ("SARs"). Subject to the Plan Rules,
and in circumstances where the relevant vesting conditions are met, the eligible Executive can exercise their vested SARs
during the Exercise Period to be allocated Company shares.
How much can an eligible Executive earn?
The eligible Executive has a target LTI opportunity of up to 25% of fixed remuneration, while the CEO has a target LTI
opportunity of up to 50% of fixed remuneration.
The number of SARs issued was calculated by dividing the dollar value of LTI award opportunity by the value per share
appreciation right and was determined by an independent valuer. Subject to the vesting conditions, the value of vested
SARs is determined as the growth in share price from the notional exercise price to the share price at the date of exercise.
The notional exercise price under the FY25 LTI plan is $0.99.
If the participant commenced their role within the financial year, the LTI opportunity is calculated on a pro rata basis based
on their commencement date.
How is performance measured?
3P Learning's long term Equity Plans have been weighted equally between revenue and underlying earnings per share
("EPS") targets, and generally had a three-year vesting (performance) period.
The EPS measure under the FY25 LTI Plan is calculated after allowing for underlying adjustments for corporate transaction
costs, depreciation and amortisation arising on purchase price accounting, integration costs, non-cash impairment losses,
and retention bonuses.
The Board continues to consider the combination of revenue and EPS thresholds form an appropriate balance to ensure
that "top line" growth is pursued over the medium to long term, whilst growth in earnings and a focus on shareholder value
is maintained in each financial year.
The Board applied performance measures based on the aggregate performance over the three-year performance period for
the SARs granted during the financial year under the Plan Rules. The Board considered that using the aggregate
performance period (rather than measuring performance in the third year) would create the desired focus on growing
shareholder value over the period in the rapidly changing environment of education technology.
The EPS and group revenue measures for the FY25 LTI SARs are based on:
aggregate EPS measures over the three-year period of FY25, FY26 and FY27 (50% weighting)
the Company’s aggregate group revenue over the three-year period of FY25, FY26 and FY27 (50% weighting).
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2. Overview of executive remuneration (continued)
The proportion of SARs that may be awarded on the Company’s performance over the aggregate three-year period is
determined based on the following:
Performance level
% of Target incentive awards
Below Threshold
nil
Between Threshold and Target
Between 50% and 100%(i)
At Target
100%
Between Target and Maximum
Between 100% and 120%(i)
Maximum
120%
i.
Vesting will occur on a straight line basis between two relevant vesting percentages.
In accordance with the Plan Rules and incentive offer, the Board retains discretion to adjust vesting conditions to ensure
participants are not subject to a material disadvantage or obtain a windfall gain where there are circumstances which may
impact the appropriateness of the original vesting conditions.
When is it paid?
Awards granted under the LTI plan will only vest upon satisfaction of certain vesting conditions that are defined by the
Board. The performance measures against each vesting condition are assessed by the Board following the relevant full
financial year at the end of the performance period.
Subject to the Plan Rules and once vesting conditions are met, the SARs are vested. Executives can elect to exercise any
vested SARs during their exercise period to be issued shares in the Company. The exercise period for the SARs is usually
within five years of the original grant date.
Any SARs which do not meet their vesting conditions at the end of the performance period will lapse.
Any shares issued in accordance with the exercise of rights issued under the Plan as described above will rank equally in
all respects with other ordinary shares in the Company (except in regard to any rights attaching to such other shares by
reference to a record date prior to the date of their allocation or transfer).
Vested SARs that have not been exercised during the exercise period will lapse.
What happens if an eligible Executive leaves?
If an eligible Executive ceases to be an employee of the Company, the following occurs in the applicable circumstances:
SARs have not vested, and:
the Executive ceases to be an employee of the Company by reason of resignation, dismissal or in any other
circumstance determined by the Board to be a "Bad Leaver", all unvested SARs lapse on the date of cessation; or
the Executive is not a "Bad Leaver", the Board may, in its discretion, determine that all or a portion of the SARs vest
immediately or at some future time. If no determination is made, the relevant SARs remain on foot, and are tested and
vest on the original vesting date to the extent that the applicable vesting conditions have been met. These SARs are
adjusted based on the date of cessation of employment.
SARs have vested, and:
the Executive’s employment ends other than as a result of termination for cause, the Executive has the lesser of 90
days from cessation or the period before the expiry of the vesting period to exercise the SARs; or
the Executive’s employment is terminated for cause, the vested SARs lapse immediately.
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2. Overview of executive remuneration (continued)
Is there a malus and clawback provision?
Yes. The SARs may be forfeited if a "clawback" event occurs during the performance period. Such an event includes
circumstances where an Executive has engaged in fraud, dishonesty or gross misconduct; where the financial results that
led to the equity award are subsequently shown to be materially misstated; or where the behaviour of a senior Executive
brings the Company into disrepute or impacts the Company’s long-term financial strength.
What happens if there is a change of control?
Where a change of control event occurs prior to the SARs vesting, the Board may, in its discretion, determine whether all or
a number of those rights lapse at the time of the change of control event or at a future point in time, or vest at the time of
the change of control event or at a future point in time.
Are eligible Executives entitled to dividends?
No.
3. Performance and Executive remuneration outcomes in FY25
The actual remuneration earned by Executives in FY25 against the prior year is set out below. This provides shareholders
with a view of the remuneration actually paid to these executives for performance in FY25 and the value of the LTIs that
vested during the period if applicable.
Overview of Company performance
The table below shows the Group’s performance history, the Company’s share price and the effect on shareholder value
over the past five financial years. The results shown are not fully comparable due to the acquisition of Blake eLearning Pty
Ltd ("Blake"), changes in accounting standards and associated changes to accounting policy over that period. On 28 May
2021, the Group acquired Blake and since then the contribution from Blake is included in the results.
Financial year
2025
2024
2023
2022
2021
Revenue ($'m)
108.89
109.95
106.90
97.20(ii)
57.40
Underlying EBITDA ($'m)(i)
15.55
12.00
15.86
13.10(iii)
9.40
Statutory EPS (cents)
0.08
(20.77)
2.30
(0.19)
(6.15)
Share price ($) 30 June(iv)
0.65
1.00
1.10
1.24
1.31
Share buy-back ($'m)(iv)
-
4.45
-
-
-
i.
Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding unrealised foreign exchange
losses and gains, corporate advisory costs, restructure and integration costs, buy-back of distributor rights, gain on bargain purchase,
impairment losses and deferred contract costs on buy-back of distributor rights arising prior to the buy-back in the previous financial
year.
ii.
Following the acquisition of Blake on 28 May 2021, Blake contributed revenue from 28 May 2021 to 30 June 2021 in FY21. The year
ended 30 June 2022 includes a full year of Blake revenue, therefore revenue increased materially compared to previous financial
years.
iii.
Unrealised foreign exchange gains and losses were previously included in Underlying EBITDA in FY22. The unrealised foreign
exchange gains and losses are excluded from Underlying EBITDA in FY23 and the FY22 comparative year has been restated.
iv.
In FY24, the Group initiated an on-market share buy-back program up to a maximum value of $10.0 million which commenced on 23
August 2023. The buy-back was for a period of 12 months, ending 22 August 2024. The Group considers the acquisition of shares at
prevailing prices to be effective capital management, while retaining financial flexibility to fund accretive organic and inorganic
opportunities as part of our growth strategy. As at 30 June 2024, the Group had bought back 3,577,648 shares worth $4.5 million,
excluding transaction costs.
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3. Performance and Executive remuneration outcomes in FY25 (continued)
Executive remuneration
Details of statutory remuneration (Australian Accounting Standards (AAS)) for Executive KMP, for the years ended 30 June
2025 and 30 June 2024 are set out below:
Salary
$
Cash
bonus(i)
$
Other(ii)
$
Post
employ-
ment
benefits
(super-
annuation)
$
Accounting
value of LTI
awards and
additional
incentives
(iii)
$
Termination
payments
$
Other
long-term
benefit(ii)
$
Total
$
Perform-
ance
related
%
Equity
based
%
Current Executive KMP
Matthew Sandblom (Executive Chairman)(vii)
2025
1
-
-
-
-
-
-
1
0%
0%
2024
1
-
-
-
-
-
-
1
0%
0%
Jose Palmero CEO
2025
540,938
185,533
8,356
29,932
146,791
-
16,256
927,806
36%
16%
2024
526,844
-
(13,480)
27,399
209,904
-
11,149
761,816
28%
28%
Adam McArthur CFO(iv)
2025
207,393
37,132
1,948
18,690
9,833
-
-
274,996
17%
4%
2024
-
-
-
-
-
-
-
-
Lynda Pendino CRO(v)
2025
380,625
111,500
17,148
29,932
48,156
-
437
587,798
27%
8%
2024
63,767
6,035
7,627
4,566
10,965
-
8,155
101,115
17%
11%
Total remuneration for current executive KMP
2025
1,128,957
334,165
27,452
78,554
204,780
-
16,693 1,790,601
30%
11%
2024
590,612
6,035
(5,853)
31,965
220,869
-
19,304
862,932
26%
26%
Former Executive KMP
Anton Clowes Former CFO(vi)
2025
129,087
-
3,901
16,963
(45,885)
143,965
-
248,031
0%
0%
2024
333,000
-
14,974
27,500
65,438
-
-
440,912
15%
15%
i.
Cash STI and B2B expansion target incentive awards are paid after the end of the financial year to which it relates but is allocated to
the earning year.
ii.
Based on the requirements of accounting standards, other and other long-term benefits represent the net movement of annual leave
and long service leave entitlements respectively.
iii.
The accounting value of LTI awards and additional incentives is the calculated movement in the value of the FY22–FY25 plans.
iv.
Adam McArthur was appointed as CFO on 18 November 2024. The CFO's salary and other benefits where applicable are
proportioned.
v.
Lynda Pendino was appointed as CRO effective 1 May 2024. Her salary and other benefits where applicable are proportioned in the
FY24 year.
vi.
Anton Clowes ceased to be CFO on 18 November 2024. His salary and other benefits where applicable are proportioned.
vii.
Matthew Sandblom receives fees for service under a consultancy services agreement.
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3. Performance and Executive remuneration outcomes in FY25 (continued)
In line with general market practice, a (non-AAS) presentation of remuneration with respect to the FY25 and FY24 reporting
periods is provided in the table below, to give shareholders a more informative picture of actual remuneration outcomes
within the financial year. The table below represents the total cash remuneration paid to Executive KMP during FY25 and
FY24.
Salary(i)
$
Cash bonus(ii)
$
Other(iii)
$
Post-
employment
benefits
(super-
annuation)
$
LTI and
additional
incentives
exercised(iv)
$
Termination
payments
$
Total
remuneration
$
Current Executive KMP
Matthew Sandblom (Executive Chairman)(v)
2025
1
-
-
-
-
-
1
2024
1
-
-
-
-
-
1
Jose Palmero, CEO
2025
540,938
-
-
29,932
-
-
570,870
2024
526,844
-
-
27,399
-
-
554,243
Adam McArthur, CFO(vi)
2025
207,393
-
-
18,690
-
-
226,083
2024
-
-
-
-
-
-
-
Lynda Pendino, CRO(vii)
2025
380,625
6,035
-
29,932
-
-
416,592
2024
63,767
-
-
4,566
-
-
68,333
Total remuneration for current executive KMP
-
2025
1,128,957
6,035
-
78,554
-
-
1,213,546
2024
590,612
-
-
31,965
-
-
622,577
Former Executive KMP
Anton Clowes, Former CFO(viii)
2025
129,087
-
48,554
16,963
-
143,965
338,569
2024
333,000
-
-
27,500
-
-
360,500
i.
The salary is aligned with the salary in the statutory remuneration table.
ii.
Cash STI and B2B expansion target incentives is paid in the outlined financial year however the payment relates to the result of the
previous financial year.
iii.
Other represents the amount of annual leave paid out on cessation of employment.
iv.
As an outcome of the Group's performance during FY24, 50% of the FY22 LTI award to the Executive vested in FY25. The LTI will be
paid in equity settled awards, and will be shown when exercised by the individual at the prevailing price and adjusted for any change in
value up until the point of exercise.
v.
Matthew Sandblom receives fees for service under a consultancy services agreement.
vi.
Adam McArthur was appointed as CFO on 18 November 2024.
vii.
Lynda Pendino was appointed as CRO and became a member of KMP effective 1 May 2024.
viii. Anton Clowes ceased to be CFO on 18 November 2024.
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30 June 2025
3. Performance and Executive remuneration outcomes in FY25 (continued)
Short-term incentives
STI for the 2025 financial year
The target STI opportunity for the financial year ended 30 June 2025 was an amount equal to 25% for eligible Executives’
fixed remuneration and 50% in the case of the CEO.
Who are the participants of the STI?
The CEO, CFO and CRO are members of KMP who participated in the STI Program for FY25. As at 30 June 2025 there
were three other non-KMP executives that were also participants, bringing the total number of senior executive participants
to six. Specific information relating for the STI component for the CEO, CFO and CRO for FY25 is set out below.
Executive KMP
Position/Title
Actual STI
payment
Accrued STI
payment
% of Target STI
payable
Jose Palmero
CEO
-
185,533
65%
Adam McArthur
CFO
-
37,132
60%
Lynda Pendino
CRO
6,035(i)
61,500
60%
i.
This represents the payment of STI accrued in FY24. The CRO became a member of KMP effective 1 May 2024. Therefore the
CRO's salary and other benefits where applicable are proportioned for prior year.
CEO Performance measure
FY25 - At Target
FY25
Performance(i)
% of Target
incentive
award(ii)
Weighting
Revenue
$115m
Not met
0%
35%
Underlying EBITDA(iii)
$15m
Met
100%
35%
Key Project - Growth
Internal growth target
Met
100%
10%
Key Project - Product
Product delivery targets
Met
100%
10%
People Leadership
People and Culture measures(iv)
Met
100%
10%
CFO Performance measure
FY25 - At Target
FY25
Performance(i)
% of Target
incentive
award(ii)
Weighting
Revenue
$115m
Not met
0%
40%
Underlying EBITDA(iii)
$15m
Met
100%
40%
People and Culture
People and Culture measures(iv)
Met
100%
20%
CRO Performance measure
FY25 - At Target
FY25
Performance(i)
% of Target
incentive
award(ii)
Weighting
Revenue
$115m
Not met
0%
40%
Underlying EBITDA(iii)
$15m
Met
100%
40%
People Leadership
People and Culture measures(iv)
Met
100%
20%
Key Project - Growth
Internal growth target
Not met
0%
Not applicable
i.
The CEO, CFO and CRO met measures designed to assess the positive alignment of people & culture strategy with corporate
objectives The CEO also met specific measures in relation to growth and product delivery projects that were aligned with the FY25
Product strategy in B2B and B2C. However as the revenue and Underlying EBITDA targets were not achieved, the incentive targets
were not awarded for these performance measures. The targets and measures as non-KMP align with strategic delivery of the
company’s objectives.
ii.
This is based on the "at target" metrics outlined under "How much can an eligible Executive earn?" discussed earlier in this report.
iii.
Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding unrealised foreign exchange
losses and gains, corporate advisory costs, restructure and integration costs, buy-back of distributor rights, gain on bargain purchase,
impairment losses and deferred contract costs on buy-back of distributor rights arising prior to the buy-back in the previous financial
year.
iv.
The People and Culture targets reflected measures to focus executives on company culture and employee engagement. The
measures are selected based on improving % ratings on key engagement criteria from internal surveys periodically used by the
Company to gather feedback from employees. The data and feedback collated through surveys enabled performance to be
measurable, and discretion may be applied by the Board following a review of specific activities and performance for the Executive.
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3. Performance and Executive remuneration outcomes in FY25 (continued)
B2B expansion target incentive for the 2025 financial year
In addition to the STI opportunity, the CRO is eligible for an additional target incentive award of up to $100k. Eligibility is
based on two performance measures associated with improving B2B billings and contribution margins. The FY25
performance targets were partially met and 50% of the target incentive award was achieved, resulting in an accrued
payment of $50,000.
Long-term Incentives
Who are the participants of the LTI?
The CEO, CFO, CRO and other non-KMP executives are eligible to participate in the LTI plan. As at 30 June 2025 there are
six participants.
Performance conditions and disclosure of targets
The publication of prospective revenue and EPS targets for future performance periods would require the disclosure of
commercially sensitive information. Accordingly, the Company will not disclose prospective targets but will disclose historic
targets and the Company’s performance against those targets. The hurdles for the SARs granted in FY25 will be disclosed
in August 2027 after the applicable performance period.
2023 LTI Award – Performance condition outcomes
The grant of SARs under the Company’s LTI plan was made in FY23, with performance conditions to be tested with respect
to the audited FY23, FY24 and FY25 full year results (the "FY23 LTI Years").
The EPS and Group revenue performance measures each account for 50% of the vesting conditions of the SARs.
The EPS in relation to the SARs granted under the Company’s FY23 LTI plan is referring to statutory EPS adjusted for
amortisation related to purchase price accounting, corporate advisory costs, costs associated with the buy-back of
distribution rights during the relevant period, impairment losses and restructure and integration costs.
The outcomes for the relevant revenue and EPS targets are assessed based on the financial results for the FY23 LTI
Years. A number of SARs will vest as an outcome of the Company's FY23 LTI Years and the following outcomes relate to
the LTI grants awarded in FY23:
Performance
measure
Cumulative target
FY23 LTI Years
outcome
Outcome
% of Target
incentive awarded
Weighting
Revenue
$355m
$326m
Not met
0%
50%
EPS
$0.113
$0.129
Met
120%
50%
The participants of the FY23 LTI plan were eligible to achieve the award of 1,648,442 SARs in aggregate. As an outcome of
the FY23 LTI Years 824,221 SARs will be vested and 824,221 will lapse after the reporting period.
During the exercise period the difference between the market price and the notional exercise price of the Company's shares
multiplied by the number of vested SARs validly exercised will determine the value of the Company's shares issued to the
plan participant. The notional exercise price of the SARs awarded under the FY23 LTI is $1.25. Vested rights that are not
exercised during the exercise period will lapse.
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3. Performance and Executive remuneration outcomes in FY25 (continued)
2022 LTI Award
As at 30 June 2025, there are 934,373 SARs that were vested last year from the FY22 LTI Plan on foot. The notional
exercise price of the SARs under this plan is $1.35, and following a review it was confirmed that the five year exercise
period applies and ends on 6 February 2027.
Additional payments awarded in FY25
No additional payments were awarded in FY25 to current executive KMP.
Anton Clowes stepped down as CFO and as a member of KMP in November 2024. His role and responsibility were
transitioned to Adam McArthur effective 18 November 2024 and payments on termination made to Anton are noted on
pages 54 and 55.
4. Non-executive Directors' remuneration
Fees and payments to non-executive Directors reflect the demands which are made on, and the responsibilities of, the
Directors. To preserve independence and impartiality, non-executive Directors do not receive performance-related
compensation and are not eligible to participate in the Company’s equity incentive plan. Non-executive Directors have not
been granted or issued equity as part of their remuneration.
ASX listing rules require the aggregate non-executive Directors’ remuneration be determined periodically by a general
meeting. The most recent determination was in 2017 when shareholders set the aggregate remuneration at $900,000 per
annum for the non-executive Directors. Board and committee fees, as well as statutory superannuation contributions made
on behalf of the non-executive Directors, are included in the aggregate fee pool.
The table below shows the structure and level of non-executive Director fees (exclusive of superannuation) for the financial
years ended 30 June 2025 and 30 June 2024.
Fee applicable
Financial year
Chair
$
Member
$
Board
2025
185,000
95,000
2024
185,000
95,000
Audit and risk committee
2025
20,000
10,000
2024
20,000
10,000
People and culture committee
2025
20,000
10,000
2024
20,000
10,000
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4. Non-executive Directors' remuneration (continued)
Non-executive Director remuneration in 2025 and 2024
Details of the remuneration for the non-executive Directors for the financial years ended 30 June 2025 and 30 June 2024
are set out below.
Name
Financial year
Fees and
allowances
$
Post-
employment
benefits
$
Total
$
Current non-executive Directors
Mark Lamont
2025
121,936
14,023
135,959
2024
115,000
12,650
127,650
Katherine Ostin
2025
125,000
14,375
139,375
2024
125,000
13,750
138,750
Allan Brackin
2025
115,000
13,225
128,225
2024
115,000
12,650
127,650
Belinda Rowe(i)
2025
47,737
5,490
53,227
2024
125,000
13,750
138,750
Craig Coleman(ii)
2025
1
-
1
2024
1
-
1
Total remuneration for current non-executive
2025
409,674
47,113
456,787
Directors
2024
480,001
52,800
532,801
i.
Belinda Rowe ceased to be a Director on 20 November 2024. The remuneration is therefore proportioned.
ii.
Craig Coleman elected to receive nominal remuneration during the financial year.
5. Service agreements
Non-executive Directors do not have fixed term contracts with the Company. On appointment to the Board, all non-
executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter
summarises the Board policies and terms, including compensation. Non-executive Directors retire by whichever is the
longer period: the third annual general meeting following their appointment or the third anniversary date of appointment.
They may then be eligible for re-election.
During the reporting period the Executive Chairman Matthew Sandblom held oversight of the areas of Strategy and Product
among various management initiatives.
Under the Executive Chairman’s letter of appointment as Director there is no fixed term and he retires, and may be eligible
for re-election, on the third annual general meeting following his appointment. During the financial reporting period,
Matthew was entitled to receive remuneration of $300 per hour and up to $100,000 per annum (plus GST) under a Services
Agreement for his role in Strategy and Product, however he elected to receive $1 as Executive Chairman with no further
amounts accrued and payable. The term of the Service Agreement ends on 31 August 2025 and following which his
remuneration as Executive Chairman under his letter of appointment is reviewed by the P&CC and approved by the Board.
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5. Service agreements (continued)
Other executive KMP have entered into ongoing employment agreements setting out their duties and remuneration. Details
of the CEO's, CFO's and CRO's minimum notice period under these agreements are as follows:
Name
Position held
Contract effective date
Terms of agreement
Notice period(i)
Jose Palmero
CEO
28 May 2021
Ongoing
6 months
Adam McArthur
CFO
18 November 2024
Ongoing
3 months
Lynda Pendino
CRO
1 May 2024
Ongoing
3 months
i.
The Company may also terminate the employment contracts by making a payment in lieu of notice. In the event of serious misconduct
or other specific circumstances warranting summary dismissal, the Company may terminate the employment contracts immediately by
written notice and without payment in lieu of notice.
6. Share-based compensation
Issue of shares
No shares were issued to Directors or any other KMP as part of compensation during the year ended 30 June 2025.
Share Appreciation Rights
The Company issued 2,890,090 SARs to KMP during the year ended 30 June 2025. No additional SARs have been granted
to any KMP since the end of the reporting period. No SARs have been issued to NEDs to date.
Name
Number
Accounting grant
date
Accounting
fair value
Exercise
price(i) Vesting date
Expiry date
Jose Palmero
1,141,740
20 November 2024
$0.30
$0.00 August 2027
If vested, 5 years
from Grant Date
Adam McArthur
245,843
20 November 2024
$0.30
$0.00 August 2027
If vested, 5 years
from Grant Date
Lynda Pendino
409,999
20 November 2024
$0.30
$0.00 August 2027
If vested, 5 years
from Grant Date
i.
There is a nil exercise price. The value of the shares allocated is based on the number of SARs validly exercised multiplied by the
difference between the market price of the shares at the date of exercise and the notional exercise price $0.99 in accordance with the
FY25 LTI plan.
Performance Rights and Options
No performance rights or options were issued to KMP during the year ended 30 June 2025 and no performance rights or
options have been granted to any KMP since the end of the reporting period.
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7. Additional disclosures relating to KMP
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of KMP of the
Group, including their personally related parties, is set out below:
Ordinary shares
Balance at
beginning of year
Received as part of
remuneration
Additions
Disposals/
other
Balance at end of
year
Non-executive Directors
Mark Lamont
-
-
-
-
-
Allan Brackin
322,895
-
-
-
322,895
Kathy Ostin
-
-
-
-
-
Belinda Rowe
17,000
-
-
-
17,000(v)
Craig Coleman(i)
53,696,928
-
603,500
-
54,300,428
Executive KMP
Matthew Sandblom(ii)
136,138,446
-
246,033
-
136,384,479
Jose Palmero(iii)
-
-
-
-
-
Adam McArthur
-
-
-
-
-
Lynda Pendino(iv)
-
-
-
-
-
Former KMP
Anton Clowes
-
-
-
-
-
i.
The balance at the start of the year reflects his indirect interest held through Viburnum Funds Pty Ltd of which he is shareholder and
Director, and/or Viburnum Funds Pty Ltd related entities.
ii.
Interests in shares are held indirectly. Refer to the ASX Appendix 3Y for the nature of the interests held.
iii.
No holding in shares or interests in shares through entities he controls. Jose is a unitholder of the BeL Unit Trust, whose holding in
shares is disclosed to the ASX by the Executive Chairman.
iv.
No holding in shares or interests in shares through entities she controls. Lynda is a unitholder of the BeL Unit Trust.
v.
Balance to date of cessation as Director on 20 November 2024.
Other share-based holdings
The number of SARs held during the financial year by each Director and other members of KMP of the Group, including
their personally related parties, is set out below:
Executive KMP
Award
Balance at
beginning of
year
Rights
granted
Expired/
forfeited/
lapsed(iii)
Balance at
end of year
Vested(iii)
Jose Palmero
SARs
2,159,122
1,141,740
(376,794)
2,924,068
376,794
Adam McArthur(i)
SARs
-
245,843
-
245,843
-
Lynda Pendino(ii)
SARs
677,566
409,999
(117,524)
970,041
117,524
Former KMP
Award
Balance at
beginning of
year
Rights
granted
Expired/
forfeited/
lapsed
Balance at
end of year
Vested
Anton Clowes
SARs
636,216
-
(636,216)
-
90,710
i.
Adam McArthur was appointed as CFO on 18 November 2024.
ii.
The balance at the beginning of the year for Lynda Pendino also includes SARs issued prior to 1 May 2024 as a non-KMP executive.
iii.
As an outcome of the Group's performance during FY24, 50% of the FY22 LTI award to the executive vested in FY25, and the other
50% lapsed in FY25. In the number of SARs disclosed, the 'vested' SARs refer to those eligible to be exercised until their expiry
(lapse).
61
3P Learning Limited
Remuneration report
30 June 2025
8. Other transactions with KMP and their related parties
Payment for publishing and distribution services
Since FY21 the Group has entered into a Publishing and Distribution Agreement with Kalaci Pty Ltd (trading as Pascal
Press) ("Kalaci"), a company which both Matthew Sandblom and Jose Palmero have a beneficial economic interest. Under
the agreement, Kalaci receives a share of the net receipts received by Blake from orders placed by Blake customers, and
Blake receives a share of the net receipts received by Kalaci from its sales of various Blake products to Kalaci customers.
The terms of the agreement were negotiated at the time of the Blake acquisition in May 2021. During the year, an expense
of $301,324 was incurred and an income of $160,202 was earned in relation to these services. As at 30 June 2025,
$73,329 is payable and $11,384 is receivable in relation to these services.
Payment for office management and personnel services
The Group completed the services under the Transition Services Agreement with Kalaci commencing in May 2021. For
certain necessary services identified, an office management and personnel services agreement was entered in November
2023. Common services, utilities and personnel shared in the operations at the Company’s head office in Leichhardt have
been reviewed. During the year, an expense of $249,772 was incurred and an income of $82,116 was earned in relation to
these services. As at 30 June 2025, $6,791 is receivable in relation to these services.
Lease of office premise from Matthew Sandblom
The Group leases an office premise at 655 Parramatta Road, Leichhardt NSW 2040, from Matthew Sandblom. Presently
the lease continues on a month-to-month basis under the original terms of the lease. The lease was negotiated at the time
of the Blake acquisition. An independent valuation was completed in March 2021 to determine the market rent of $410,000
per annum, and further ensured the lease is at comparable market rate. During the year, an expense of $398,000 was paid
and $571,933 is payable as at 30 June 2025. The amount payable represents the lease liability outstanding as of 30 June
2025.
Payment for software licence fees
The Group has a commercial agreement with ClickView, a company that operates a video technology platform and of which
Matthew Sandblom is a shareholder. Under the agreement, the Group is granted a licence to use ClickView’s video storage,
management and delivery technology to deliver 3P Learning Limited products. This arrangement was on foot prior to 3P
Learning Limited’s acquisition of Blake in May 2021, and remains ongoing. During the year, an expense of $121,772 was
incurred in relation to these services.
Payment for consultancy services from Matthew Sandblom
The Group entered a consultancy agreement to engage Matthew Sandblom for his services to the Company. The
agreement is with a company of which Matthew is Director and shareholder (ACN 608 009 007). Under the consultancy
agreement, the Group will pay an hourly retainer of $300 per hour up to a cap of $100,000 per annum for strategic advisory
services over the consultancy period. During the year, Matthew elected to receive a nominal fee of $1 under this
agreement.
This concludes the remuneration report, which has been audited.
62
63
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under
Professional Standards Legislation.
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of 3P Learning Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of 3P Learning Limited for
the financial year ended 30 June 2025 there have been:
i.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii.
no contraventions of any applicable code of professional conduct in relation to the audit
KPMG
Daniel Robinson
Partner
Sydney
29 August 2025
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
3P Learning Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2025
Note
2025
$ '000
2024
$ '000
Revenue
3
108,885
109,949
Other income
191
95
Total revenue and other income
109,076
110,044
Expenses
Administrative expenses
4
(5,654)
(4,611)
Buy-back of distributor rights
5
-
(19,628)
Corporate advisory costs
(208)
(238)
Deferred contract costs
11
(7,611)
(10,411)
Depreciation and amortisation expense
6
(10,634)
(10,945)
Employee benefits expense
19
(54,004)
(54,783)
Gain on bargain purchase
35
234
-
Impairment losses
14
-
(45,148)
Marketing expenses
7
(16,160)
(16,087)
Occupancy expenses
(482)
(765)
Professional fees
(2,938)
(3,114)
Restructure and integration costs
(1,946)
(2,168)
Technology costs
(9,504)
(8,660)
Total operating profit/(loss)
169
(66,514)
Interest income calculated using the effective interest method
280
590
Finance costs
(545)
(235)
Loss before income tax benefit
(96)
(66,159)
Income tax benefit
8
306
9,139
Profit/(loss) after income tax for the year
210
(57,020)
Other comprehensive income/(loss)
Items that will be reclassified to profit or loss
Foreign currency translation
701
(335)
Other comprehensive income/(loss) for the year, net of tax
701
(335)
Total comprehensive income/(loss) for the year
911
(57,355)
Profit/(loss) after income tax benefit attributable to:
Owners of 3P Learning Limited
210
(57,062)
Non-controlling interest
-
42
210
(57,020)
Total comprehensive income/(loss) attributable to:
Owners of 3P Learning Limited
911
(57,397)
Non-controlling interest
-
42
911
(57,355)
Cents
Cents
Basic earnings per share
9
0.08
(20.77)
Diluted earnings per share
9
0.08
(20.77)
The accompanying notes form part of these financial statements.
64
3P Learning Limited
Consolidated statement of financial position
As at 30 June 2025
Note
2025
$ '000
2024
$ '000
Assets
Current assets
Cash and cash equivalents
25
8,505
1,970
Trade and other receivables
10
6,560
6,194
Inventories
388
353
Deferred contract costs
11
1,453
2,402
Other assets
12
6,493
7,938
Income tax receivables
8
183
250
Total current assets
23,582
19,107
Non-current assets
Plant and equipment
13
913
1,176
Intangible assets
14
151,529
154,934
Right-of-use assets
15
934
1,962
Deferred contract costs
11
108
696
Other assets
12
191
183
Deferred tax assets
8
21,784
20,629
Total non-current assets
175,459
179,580
Total assets
199,041
198,687
Liabilities
Current liabilities
Trade and other payables
16
8,696
7,026
Contract liabilities
17
42,258
42,282
Lease liabilities
15
615
888
Provisions
18
4,343
3,960
Income tax payables
8
91
59
Total current liabilities
56,003
54,215
Non-current liabilities
Borrowings
24
-
1,000
Contract liabilities
17
1,387
2,038
Lease liabilities
15
269
1,198
Provisions
18
845
866
Total non-current liabilities
2,501
5,102
Total liabilities
58,504
59,317
Net assets
140,537
139,370
Equity
Issued capital
22
212,135
212,135
Reserves
23
9,627
8,670
Accumulated losses
(81,225)
(81,435)
Equity attributable to the owners of 3P Learning Limited
140,537
139,370
Total equity
140,537
139,370
The accompanying notes form part of these financial statements.
65
3P Learning Limited
Consolidated statement of changes in equity
For the year ended 30 June 2025
Issued
capital
$ '000
Reserves
$ '000
Accumulated
losses
$ '000
Non-
controlling
interests
$ '000
Total equity
$ '000
Balance at 1 July 2024
212,135
8,670
(81,435)
-
139,370
Profit after income tax benefit for the year
-
-
210
-
210
Other comprehensive income for the year, net
of tax
-
701
-
-
701
Transactions with owners in their capacity as
owners
Share based payment transactions
-
256
-
-
256
Balance at 30 June 2025
212,135
9,627
(81,225)
-
140,537
Balance at 1 July 2023
216,589
8,475
(24,373)
(42)
200,649
Loss after income tax benefit for the year
-
-
(57,062)
42
(57,020)
Other comprehensive loss for the year, net of
tax
-
(335)
-
-
(335)
Transactions with owners in their capacity as
owners
Share based payment transactions
-
530
-
-
530
Shares bought back during the year
(4,454)
-
-
-
(4,454)
Balance at 30 June 2024
212,135
8,670
(81,435)
-
139,370
The accompanying notes form part of these financial statements.
66
3P Learning Limited
Consolidated statement of cash flows
For the year ended 30 June 2025
Note
2025
$ '000
2024
$ '000
Cash flows from operating activities:
Receipts from customers
108,866
104,915
Payments to suppliers and employees
(93,688)
(93,523)
Interest received
280
590
Interest and other finance costs paid
(545)
(235)
Income taxes paid
(668)
(717)
Payments for buy-back of distributor rights
-
(20,471)
Payments for corporate advisory, and restructure and integration costs
(1,670)
(2,750)
Net cash received/(paid) from operating activities
26
12,575
(12,191)
Cash flows from investing activities:
Payment for purchase of business, net of cash acquired(i)
35
(892)
-
Purchase of plant and equipment
13
(401)
(474)
Payments for intangibles
14
(4,401)
(3,752)
Withdrawal in term deposits
-
7,000
Proceeds/(payment) of holding deposit
12
125
(64)
Proceeds from restricted cash(ii)
12
1,014
1,866
Net cash (used in)/generated from investing activities
(4,555)
4,576
Cash flows from financing activities:
Repayment of lease liabilities
26
(791)
(791)
Proceeds from borrowings
10,000
3,000
Repayment of borrowings
(11,000)
(2,000)
Share buy-back payments
-
(4,454)
Net cash used in financing activities
(1,791)
(4,245)
Effects of exchange rate changes on cash and cash equivalents
306
(180)
Net increase/(decrease) in cash and cash equivalents held
6,535
(12,040)
Cash and cash equivalents at beginning of year
1,970
14,010
Cash and cash equivalents at end of financial year
25
8,505
1,970
i.
Net cash paid for business combination of $0.9 million comprises of $1.2 million payment to the shareholder of
LiteracyPlanet and acquired cash balances of $0.3 million; refer to note 35.
ii.
Restricted cash is classified as other assets; refer to note 12.
The accompanying notes form part of these financial statements.
67
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
1
General information
The consolidated financial statements cover 3P Learning Limited as a Group consisting of 3P Learning Limited (the
"Company" or "parent entity") and the entities it controlled at the end of, or during, the financial year (collectively
referred to as the "Group").
3P Learning Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
655 Parramatta Road
Leichhardt NSW 2040
A description of the nature of the Group's operations and its principal activities are included in the Directors' report,
which is not part of the consolidated financial statements.
Each of the entities within the Group prepare their financial statements based on the currency of the primary economic
environment in which the entity operates (functional currency). The consolidated financial statements are presented in
Australian dollars which is the parent entity’s functional and presentation currency.
The consolidated financial statements were authorised for issue, in accordance with a resolution of Directors on
29 August 2025. The Directors have the power to amend and reissue the consolidated financial statements.
Comparatives are consistent with prior years, unless otherwise stated.
The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1
Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ("AASB") and the
Corporations Act 2001 (Cth), as appropriate for for-profit oriented entities. These consolidated financial statements
also comply with International Financial Reporting Standards as issued by the International Accounting Standards
Board ("IASB").
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process of applying the Group's accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the consolidated financial statements, are disclosed in note 1.3.
Net current asset deficiency
As at 30 June 2025, the Group was in a net current liability position of $32.4 million (2024: $35.1 million) of which
$42.3 million (2024: $42.3 million) are contract liabilities that are expected to be recognised as revenue in the next
financial year with no further cash outflows to the Group. As at 30 June 2025, management has assessed the Group's
ability to meet its obligations, continue its operations and realise its assets in the ordinary course of business and
determined that the financial statements continue to be prepared on a going concern basis.
68
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
1.2
Material accounting policies
Parent entity information
In accordance with the Corporations Act 2001 (Cth), these consolidated financial statements present the results of the
Group only. Supplementary information about the parent entity is disclosed in note 33.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of 3P Learning Limited as
at 30 June 2025 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with
the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly
in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss
and other comprehensive income, statement of financial position, and statement of changes in equity of the Group.
Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit
balance.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The
Group recognises the fair value of the consideration received and the fair value of any investment retained together
with any gain or loss in profit or loss.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12
months after the reporting period; or the asset is cash or cash equivalent, unless restricted from being exchanged or
used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability that is not borrowing with covenants is classified as current when: it is either expected to be settled in the
Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months
after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified as non-current.
The Group adopted Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants -
Amendments to IAS 1, as issued in 2020 and 2022, for borrowing with covenants. Refer to new or amended
accounting standards and interpretations adopted below.
Deferred tax assets and liabilities are always classified as non-current.
69
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
1.2
Material accounting policies (continued)
Goods and services tax ("GST")
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as
part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax
authority.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to "rounding-off". Amounts in this report have been rounded off in accordance with
that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
New accounting standards and interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory have not been early adopted by the Group for the annual reporting period ended 30 June 2025. The
adoption of these Accounting Standards and Interpretations is not expected to have any significant impact on the
Group’s consolidated financial statements.
AASB 2024-2 Classification and Measurement of Financial Instruments [Amendments to AASB 7 & AASB 9] was
issued July 2024 to clarify the derecognition of financial liabilities when settled through electronic payment systems,
introducing an accounting policy option to derecognise liabilities before the settlement date under specific conditions.
The amendment also clarifies how to assess the contractual cashflow characteristics of financial assets that
incorporate Environmental, Social and Governance features. The amendment is expected to apply to annual periods
beginning on or after 1 January 2026. The Group is in the process of assessing the impact of the new standard.
AASB 18 Presentation and Disclosure in Financial Statements was issued in June 2024 and replaces AASB
101 Presentation of Financial Statements. The new standard introduces new requirements for the consolidated
statement of profit or loss and other comprehensive income, including:
new categories for the classification of income and expenses into operating, investing and financing categories
presentation of subtotals for “operating profit” and “profit before financing and income taxes”.
Additional disclosure requirements are introduced for management-defined performance measures and new principles
for aggregation and disaggregation of information in the notes and the primary financial statements and the
presentation of interest and dividends in the consolidated statement of cash flows. The new standard is effective for
annual periods beginning on or after 1 January 2027 and will first apply to the Group for the financial year ending
30 June 2028.
This new standard is not expected to have an impact on the recognition and measurement of assets, liabilities, income
and expenses. However, there will likely be changes in how the consolidated statement of profit or loss and other
comprehensive income and the consolidated statement of financial position line items are presented as well as some
additional disclosures in the notes to the financial statements. The Group is in the process of assessing the impact of
the new standard.
70
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
1.2
Material accounting policies (continued)
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by AASB that are
mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not
have any significant impact on the financial performance or position of the Group.
The Group has adopted Classification of Liabilities as Current or Non-current and Non-current Liabilities with
Covenants - Amendments to IAS 1, as issued in 2020 and 2022. The amendments apply retrospectively for annual
reporting periods beginning on or after 1 January 2024. They clarify certain requirements for determining whether a
liability should be classified as current or non-current and require new disclosures whether a liability should be
classified as current or non-current and require new disclosure for non-current liabilities that are subject to covenants
within 12 months after the reporting period. This resulted in a change in accounting policy for classification of
borrowings. Previously, the borrowings from the existing bank loan facility are classified as current. Under the revised
policy, the Group classifies the current period and comparative borrowings from the bank loan facility as non-current
due to the fact that at 30 June 2025 and 30 June 2024, the Group has the right to roll over the borrowings under the
existing bank loan facility for at least 12 months after the reporting date. Refer to note 24.
The Group has adopted the IFRS Interpretations Committee's agenda decision published in July 2024 to clarify that an
entity is required to disclose certain specified items of profit or loss (as outlined in AASB 8, paragraph 23) if they are
included in the measure of segment profit or loss reviewed by the chief operating decision maker (CODM) even if
those items are not specially reviewed by the CODM. Material items of income and expenditure are subject to
management judgement. In the segment report disclosed in note 2, material items of income and expenditure are
identified as the underlying EBITDA adjustments and disclosed separately. No additional disclosures are deemed to be
necessary.
1.3
Critical accounting estimates and judgements
The preparation of the consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the consolidated financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management based its judgements, estimates and assumptions on historical experience and on other factors,
including expectations of future events which management believes to be reasonable under the circumstances. The
resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities (refer to the respective notes) within the next financial year are discussed below:
Judgements:
Lease extension options: refer to note 15
Estimates and assumptions:
Recovery of deferred tax assets: refer to note 8
Goodwill: refer to note 14
Product development costs: refer to note 14
Business combinations: refer to note 35.
71
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
2
Operating segments
Identification of reportable segments
The Group is organised into two operating segments based on end users or customers: Business-to-School ("B2B")
and Business-to-Consumer ("B2C"). Items not attributable to individual segments are shown as Corporate expenses.
These operating segments are based on the internal reports that are reviewed and used by the Board of Directors
("Board") and Chief Executive Officer (who are identified as the Chief Operating Decision Makers ("CODM")) in
assessing performance and in determining the allocation of resources. The CODM review Underlying EBITDA which
represents earnings before interest, tax, depreciation and amortisation, excluding unrealised foreign exchange losses
and gains, corporate advisory costs, restructure and integration costs, buy-back of distributor rights, gain on bargain
purchase, impairment losses and deferred contract costs on buy-back of distributor rights arising prior to the buy-back
in the previous financial year.
Other than the underlying adjustments above, the accounting policies adopted for internal reporting to the CODM are
consistent with those adopted in the consolidated financial statements. The information reported to the CODM is on a
monthly basis. The CODM do not regularly review segment assets and segment liabilities. Refer to the consolidated
statement of financial position for assets and liabilities.
Products and services
Refer to note 3 for information on the Group's products and services.
Major customers
There are no major customers that contributed more than 10% of revenue to the Group recognised for the year ended
30 June 2025 or 30 June 2024.
Operating segment information
30 June 2025
B2B
$ '000
B2C
$ '000
Total
Segment
$ '000
Corporate
$ '000
Total Group
$ '000
Revenue
Sales to external customers
65,492
43,393
108,885
-
108,885
Other income
136
55
191
-
191
Total revenue and other income
65,628
43,448
109,076
-
109,076
Underlying EBITDA(i)
10,231
7,775
18,006
(2,457)
15,549
Buy-back of distributor rights
-
Corporate advisory costs
(208)
Deferred contract cost on buy-back of distributor rights
(1,549)
Depreciation and amortisation expenses
(10,634)
Gain on bargain purchase
234
Restructure and integration costs
(1,946)
Unrealised foreign exchange loss
(1,277)
Total operating profit
169
Interest income
280
Finance costs
(545)
Loss before income tax benefit
(96)
Income tax benefit
306
Profit after income tax benefit
210
72
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
2
Operating segments (continued)
Operating segment information (continued)
30 June 2024
B2B
$ '000
B2C
$ '000
Total
Segment
$ '000
Corporate
$ '000
Total Group
$ '000
Revenue
Sales to external customers
66,844
43,105
109,949
-
109,949
Other income
80
15
95
-
95
Total revenue and other income
66,924
43,120
110,044
-
110,044
Underlying EBITDA(i)
5,040
9,190
14,230
(2,226)
12,004
Buy-back of distributor rights
(19,628)
Corporate advisory costs
(238)
Depreciation and amortisation expenses
(10,945)
Impairment losses
(45,148)
Restructure and integration costs
(2,168)
Unrealised foreign exchange loss
(391)
Total operating loss
(66,514)
Interest income
590
Finance costs
(235)
Loss before income tax benefit
(66,159)
Income tax benefit
9,139
Loss after income tax benefit
(57,020)
i. Underlying EBITDA represents earnings before interest, tax, depreciation and amortisation, excluding unrealised
foreign exchange losses and gains, corporate advisory costs, restructure and integration costs, buy-back of distributor
rights, gain on bargain purchase, impairment losses and deferred contract costs on buy-back of distributor rights
arising prior to the buy-back in the previous financial year.
Material accounting policy - operating segment
Operating segments are presented on the same basis as the internal reports provided to the CODM. The CODM are
responsible for the allocation of resources to operating segments and assessing their performance.
73
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
3
Revenue
Revenue from contracts with customers is disaggregated into the following categories:
2025
$ '000
2024
$ '000
Licence fees
104,105
105,604
Copyright licence fees
3,385
3,062
Other revenue
1,395
1,283
Total revenue
108,885
109,949
Revenue by geographic regions
Asia-Pacific (APAC)
58,230
58,500
North and South America (AMER)
29,853
29,955
Europe, Middle East and Africa (EMEA)
20,802
21,494
Total revenue
108,885
109,949
The relationship between the disaggregated revenue information set out above and the segment information is
explained below:
The segment revenue disclosed in note 2 and the disaggregated revenue information in note 3 is based on the end
users or customers. The Group's main revenue generating activity is the worldwide sale of online educational
programs via licence fees and the sale of these products are recognised over time within licence fees.
The Group generates licence fees in the B2B and B2C operating segments. Copyright licence fees and ancillary
revenue streams are generated only in the B2B operating segment. Other revenue includes the sale of workbooks,
ebooks and professional learning in the B2B and B2C operating segments.
Licence fees are recognised over time. All other revenue streams are recognised at a point in time.
The revenue recognised in the year that was included in the contract liabilities balance at the beginning of the period
was $42.3 million (2024: $45.6 million). Contract liabilities are generally incurred at the beginning of the contract
period. Refer to note 17 for details on contract liabilities.
74
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
3. Revenue (continued)
Material accounting policy - revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which
takes into account estimates of variable consideration and the time value of money; allocates the transaction price to
the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that
depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as
discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events.
Such estimates are determined using either the "expected value" or "most likely amount" method, depending on which
method the Group expects to better predict the amount of consideration it will receive.
The measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable
consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially
recognised as contract liabilities in the form of a separate refund liability.
Revenue where performance obligations are not met is recognised as contract liabilities. The current contract liabilities
are revenue expected to be recognised within one year. A majority of the non-current contract liabilities are expected to
be recognised within three years. Refer to note 17.
Licence fees
The Group recognises revenue pursuant to software licence agreements upon the provision of access to its customers
of the Group’s intellectual property as it exists at any given time during the period of the licence. Revenue is therefore
recognised over the duration of the agreement or for as long as the customer has been provided access, when it is
probable that the Group will collect the consideration in exchange for access to the software licence specified in the
agreements.
Copyright licence fee
Copyright licence fee revenue is earned in relation to the Group's material and resources when they are reproduced by
third parties. Revenue is recognised when the Group's entitlement is assessed by the copyright agency.
75
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
4
Administrative expenses
2025
$ '000
2024
$ '000
Bad debts provision
125
(82)
Copyright agency fees
560
546
Insurance expenses
465
550
Merchant fees
895
842
Net foreign exchange loss
1,454
387
Other operating expenses
1,461
1,655
Travel expenses
694
713
Total administrative expenses
5,654
4,611
5
Buy-back of distributor rights
2025
$ '000
2024
$ '000
Buy-back of distributor rights
-
19,628
On 21 December 2023, Blake eLearning Pty Ltd, a wholly owned subsidiary, entered into a binding agreement with
Edmentum Inc. to re-acquire the US schools Distribution Rights for Reading Eggs effective 2 February 2024.
The Rights cost totalled $20.5 million (USD 13.3 million), including a foreign exchange rate loss of $0.8 million. These
Rights, prior to being assigned in perpetuity to Edmentum Inc. in 2010, were an “internally generated intangible asset”
which cannot be capitalised under Australian Accounting Standards irrespective of how the costs are incurred, e.g.
paid to a third party (Edmentum Inc.). As a result, the total Rights cost has been expensed in the prior year.
6
Depreciation and amortisation expenses
2025
$ '000
2024
$ '000
Amortisation of other intangible assets
3,220
2,078
Amortisation of other intangible assets from business combinations
5,982
7,405
Depreciation of right-of-use assets
820
874
Depreciation of plant and equipment
612
588
Total depreciation and amortisation expenses
10,634
10,945
76
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
7
Marketing expenses
2025
$ '000
2024
$ '000
Advertising expenses
14,162
14,144
Other marketing expenses
1,998
1,943
Total marketing expenses
16,160
16,087
8
Taxation
8.1 The major components of tax income comprise:
2025
$ '000
2024
$ '000
Current tax
Income tax - current year
860
1,807
Income tax - recognised in current tax for prior years
(21)
(478)
Deferred tax
Origination and reversal of temporary differences
(1,283)
(10,468)
Deferred tax - recognised in deferred tax for prior year
138
-
Total income tax benefit
(306)
(9,139)
Reconciliation of income tax to accounting profit:
2025
$ '000
2024
$ '000
Loss before income tax
(96)
(66,159)
Statutory tax rate
30.0%
30.0%
Tax benefit at the statutory tax rate
(29)
(19,848)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses - impairment losses
-
13,544
Other non-deductible expenses
579
311
Impact of foreign tax rates
(643)
267
Non-assessable income
(210)
-
Research and development tax offset
-
(243)
Foreign exchange fluctuations
92
(106)
Assessed losses recognised
(212)
(2,586)
(423)
(8,661)
Adjustments in respect of current income tax for the previous year
117
(478)
Income tax benefit
(306)
(9,139)
Tax losses not recognised relating to various tax jurisdictions
2025
$ '000
2024
$ '000
Unused tax losses for which no deferred tax asset has been recognised
28,262
31,822
Potential tax benefit at statutory tax rates
8,556
9,013
Unrecognised tax benefits consists of $8.4 million unused capital losses on disposal of investments
(2024: $8.4 million). No expiry dates are applicable to the unused tax losses.
77
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
8
Taxation (continued)
Material accounting policy - income tax expense/(benefit)
The income tax expense or benefit for the year is the tax payable on that year's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior years, where
applicable.
8.2 Current tax assets/(liabilities)
2025
$ '000
2024
$ '000
Income tax receivables
183
250
Income tax payables
(91)
(59)
Material accounting policy - current tax assets/(liabilities)
Current tax is the amount of income taxes payable/(recoverable) in respect of the taxable profit/(loss) for the year and
is measured at the amount expected to be paid to/(recovered from) the taxation authorities, using the tax rates and
laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities/(assets)
are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.
Critical accounting judgements, estimates and assumptions - current tax assets/(liabilities)
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in
determining the provision for income tax. There are transactions and calculations undertaken during the ordinary
course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated
tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these
matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in
the year in which such determination is made.
8.3 Deferred tax assets/(liabilities)
30 June 2025
Opening
balance
$ '000
Charged to
income
$ '000
Additions
through
business
combination
$ '000
Closing
balance
$ '000
Deferred tax assets/(liabilities)
Accrued expenses
6,795
(1,438)
43
5,400
Contract liabilities
9,990
(1,086)
321
9,225
Intangibles
(3,339)
2,543
(354)
(1,150)
Lease liabilities
416
(213)
-
203
Plant and equipment
(89)
96
-
7
Research and development credits
4,229
107
-
4,336
Right-of-use assets
(400)
198
-
(202)
Deferred expenses
(867)
453
-
(414)
Unrealised foreign exchange fluctuation
339
405
-
744
Assessed losses recognised
3,555
80
-
3,635
Balance at 30 June 2024
20,629
1,145
10
21,784
78
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
8
Taxation (continued)
8.3 Deferred tax assets/(liabilities) (continued)
30 June 2024
Opening
balance
$ '000
Charged to
income
$ '000
Closing
balance
$ '000
Deferred tax assets/(liabilities)
Accrued expenses
2,521
4,274
6,795
Contract liabilities
10,337
(347)
9,990
Intangibles
(7,362)
4,023
(3,339)
Lease liabilities
222
194
416
Plant and equipment
(128)
39
(89)
Research and development credits
3,259
970
4,229
Right-of-use assets
(219)
(181)
(400)
Deferred expenses
(987)
120
(867)
Unrealised foreign exchange fluctuation
409
(70)
339
Prior year assessed losses recognised
2,109
1,446
3,555
Balance at 30 June 2023
10,161
10,468
20,629
Material accounting policy - deferred tax
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting nor taxable profits;
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in
the foreseeable future; or
The Group has also adopted Deferred Tax related to Asset and Liabilities arising from a Single Transaction
(Amendments to AASB 112) effective for annual reporting periods starting after 1 January 2023. The amendments
narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting
temporary differences, e.g. leased and decommissioning liabilities. For leases and decommissioning liabilities, an
entity is required to recognise the associated deferred tax assets and liabilities from the beginning of the earliest
comparative period presented, with any cumulative effect recognised as an adjustment to retained earnings or
other components of equity at that date. For all other transactions, an entity applies the amendments to
transactions that occur after the beginning of the earliest period presented. The change in accounting policy is
reflected in the Group’s consolidated financial statements as at and for the year ended 30 June 2024. It has no
material impact on the consolidated financial statements.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is
probable that taxable profit will be available against which the deductible temporary difference can be utilised. The
carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Previously
unrecognised deferred tax assets are recognised to the extent that it has become probable that there are future
taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
3P Learning Limited (the "head entity") and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime.
79
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
8
Taxation (continued)
Material accounting policy - deferred tax (continued)
Research and development rebates
Research and development rebates are credited against tax expense and are not treated as revenue.
Critical accounting judgements, estimates and assumptions - recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and tax losses only if the Group considers it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
9
Earnings per share
Reconciliation of earnings to profit or loss
2025
$ '000
2024
$ '000
Profit/(loss) after income tax
210
(57,020)
Non-controlling interest
-
(42)
Earnings used to calculate basic earnings per share (EPS)
210
(57,062)
Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS.
2025
No.
2024
No.
Weighted average number of ordinary shares used in calculating basic EPS
272,906,522
274,797,646
Weighted average number of ordinary shares used in calculating dilutive EPS
272,906,522
274,797,646
Basic and diluted EPS
2025
Cents
2024
Cents
Basic earnings per share
0.08
(20.77)
Diluted earnings per share
0.08
(20.77)
The Group commenced an on-market buy-back of its ordinary shares up to a maximum value of $10.0 million
(excluding transaction costs) on 23 August 2023. During the prior year, the Group brought pack 3,577,648 ordinary
shares at a cost of $4.5 million (excluding transaction costs). Refer to note 22 for further details of the buy-back.
Material accounting policy - earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
80
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
9
Earnings per share (continued)
Material accounting policy - earnings per share (continued)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of additional ordinary shares that would have been outstanding assuming
conversion of all dilutive potential ordinary shares.
10
Trade and other receivables
2025
$ '000
2024
$ '000
Trade receivables
6,434
6,220
Less: Allowance for expected credit losses
(45)
(36)
Total trade receivables
6,389
6,184
Other receivable
171
10
Total current trade and other receivables
6,560
6,194
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term
nature of the balances.
The Group has recognised an expense of $0.1 million (2024: gain of $82,000) in profit or loss in respect of changes in
the expected credit losses provision of receivables for the year ended 30 June 2025.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables in the
consolidated financial statements.
Allowance for expected credit losses
30 June 2025
Expected
credit loss
rate
Carrying
amount
$ '000
Allowance for
expected
credit losses
$ '000
Not overdue
0.4%
4,795
17
Less than 3 months overdue
0.1%
1,199
1
3 to 6 months overdue
0.9%
75
1
More than 6 months overdue
7.1%
365
26
Total
6,434
45
30 June 2024
Expected
credit loss
rate
Carrying
amount
$ '000
Allowance for
expected
credit losses
$ '000
Not overdue
0.4%
4,536
19
Less than 3 months overdue
0.1%
1,442
1
3 to 6 months overdue
0.0%
29
-
More than 6 months overdue
7.5%
213
16
Total
6,220
36
81
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
10
Trade and other receivables (continued)
Allowance for expected credit losses (continued)
Each subsidiary has a specific expected credit loss rate, based on the future expectations of the region. The
movement in percentages of expected loss rates changed due to a change in the composition of aged receivables in
each subsidiary. The rates shown in the table above represent the consolidated effective credit loss rate for the year
and the change from prior year reflects a change in the distribution of aged receivables across different subsidiaries.
Movements in the allowance for expected credit losses are as follows:
2025
$ '000
2024
$ '000
Opening balance
36
118
Additional provision raised
125
-
Amounts written off
(116)
(82)
Closing balance
45
36
Material accounting policy - trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected
loss allowance. The Group has established a provision matrix that is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the debtors and the economic environment.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Trade and other receivables is derecognised when, and only when, the contractual rights to the cash flows from the
trade and other receivables expire or are transferred, or control of the asset is not retained, or substantially all of the
risks and rewards of ownership of the trade and other receivables are transferred to another party. On derecognition,
the difference between the carrying amount and the sum of consideration received is recognised in profit or loss.
Critical accounting judgements, estimates and assumptions - allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on
the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include recent sales experience, historical collection
rates, and forward-looking information that is available. The allowance for expected credit losses is calculated based
on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.
11
Deferred contract costs
2025
$ '000
2024
$ '000
Current assets
Deferred contract costs
1,453
2,402
Non-current assets
Deferred contract costs
108
696
Total deferred contract costs
1,561
3,098
82
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
11
Deferred contract costs (continued)
Reconciliation of deferred contract costs
2025
$ '000
2024
$ '000
Opening balance
3,098
3,601
Additions
6,074
9,908
Deferred contract costs
(7,611)
(10,411)
Closing balance
1,561
3,098
Material accounting policy - deferred contract costs
Deferred contract costs represent capitalised distributor commissions and service provider costs incurred to obtain
customer contracts. When those costs support the delivery of goods and services in the future and are expected to be
recovered, they are deferred in the statement of financial position and expensed on a basis consistent with the transfer
of goods and services to which these costs relate. The Group expenses deferred contract costs over the term that
reflects the expected period of the benefit.
Material accounting policy - costs to obtain a contract
The Group has elected to apply the optional practical expedient for sales commissions paid to employees for contracts
obtained from external customers in relation to B2B sales. This allows the Group to immediately expense sales
commissions (included under employee expenses) because the amortisation period of the asset that the Group
otherwise would have used is one year or less.
12
Other assets
2025
$ '000
2024
$ '000
Current assets
Prepayments
3,133
3,439
Holding deposit
234
359
Restricted cash
3,126
4,140
Total current assets
6,493
7,938
Non-current assets
Prepayments
191
183
Restricted cash refers to security deposits held by Westpac Banking Corporation and National Australia Bank in
relation to merchant banking facilities.
83
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
13
Plant and equipment
Furniture and
fittings
$ '000
Office
equipment
$ '000
Computer
equipment
$ '000
Total
$ '000
Year ended 30 June 2025
Opening balance
413
107
656
1,176
Additions
27
10
364
401
Additions through business combinations
-
10
-
10
Disposals
(64)
(16)
-
(80)
Depreciation expenses
(91)
(32)
(489)
(612)
Foreign exchange movements
4
4
10
18
Closing balance
289
83
541
913
Furniture and
fittings
$ '000
Office
equipment
$ '000
Computer
equipment
$ '000
Total
$ '000
Year ended 30 June 2025
Cost
581
194
2,007
2,782
Accumulated depreciation
(292)
(111)
(1,466)
(1,869)
Balance at the end of the year
289
83
541
913
Furniture and
fittings
$ '000
Office
equipment
$ '000
Computer
equipment
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
503
124
677
1,304
Additions
12
15
447
474
Disposals
-
-
(5)
(5)
Depreciation expenses
(98)
(31)
(459)
(588)
Foreign exchange movements
(4)
(1)
(4)
(9)
Closing balance
413
107
656
1,176
Year ended 30 June 2024
Cost
697
205
1,717
2,619
Accumulated depreciation
(284)
(98)
(1,061)
(1,443)
Balance at the end of the year
413
107
656
1,176
84
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
13
Plant and equipment (continued)
Material accounting policy - plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment over
their expected useful lives as follows:
Furniture and fittings
Three to seven years
Computer equipment
Two to three years
Office equipment
Three to five years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Critical accounting judgements, estimates and assumptions - estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated, or technically obsolete or non-strategic assets have been abandoned or sold.
14
Intangible assets
Patents and
trademarks
$ '000
Intellectual
property
$ '000
Customer
contracts
and
distributor
relationships
$ '000
Goodwill
$ '000
Product
development
$ '000
Total
$ '000
Year ended 30 June 2025
Opening balance
276
315
2,373
132,532
19,438
154,934
Additions
43
205
-
-
4,153
4,401
Additions through business
combinations
348
-
833
-
215
1,396
Amortisation expenses
(51)
(183)
(334)
-
(8,634)
(9,202)
Closing balance
616
337
2,872
132,532
15,172
151,529
Year ended 30 June 2025
Cost
777
997
9,023
177,052
47,494
235,343
Accumulated amortisation
and impairment
(161)
(660)
(6,151)
(44,520)
(32,322)
(83,814)
Closing balance
616
337
2,872
132,532
15,172
151,529
85
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
14
Intangible assets (continued)
Patents and
trademarks
$ '000
Intellectual
property
$ '000
Customer
contracts
and
distributor
relationships
$ '000
Goodwill
$ '000
Product
development
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
265
430
4,182
177,052
23,884
205,813
Additions
47
67
-
-
3,638
3,752
Amortisation expenses
(36)
(182)
(1,809)
-
(7,456)
(9,483)
Impairment loss
-
-
-
(44,520)
(628)
(45,148)
Closing balance
276
315
2,373
132,532
19,438
154,934
Year ended 30 June 2024
Cost
386
792
8,190
177,052
43,126
229,546
Accumulated amortisation
and impairment
(110)
(477)
(5,817)
(44,520)
(23,688)
(74,612)
Balance at the end of the
year
276
315
2,373
132,532
19,438
154,934
Impairment testing of intangible assets - current financial year
The goodwill acquired through business combinations has been allocated to the following cash-generating units
("CGU"):
2025
$ '000
2024
$ '000
B2B
89,784
89,784
B2C
42,748
42,748
Total
132,532
132,532
During the year, the acquisition of Intrepica Pty Ltd ("LiteracyPlanet") on 3 January 2025 resulted in a bargain
purchase and no additional Goodwill was recognised. Goodwill acquired through business combinations is allocated to
the lowest level within the entity at which the goodwill is monitored, being the two cash-generating units, B2B and B2C.
Goodwill is tested for impairment on an annual basis. The recoverable amount of B2B and B2C CGUs was determined
based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections
based on the business plan approved by management covering a five-year period. Cash flows beyond the five-year
period are extrapolated using estimated growth rates. The assumptions and growth rates applied are detailed in the
sections below.
For the financial year ending 30 June 2025, the recoverable amount of net assets for all CGUs is greater than the
carrying value of the assets, and therefore the goodwill is not considered to be impaired.
86
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
14
Intangible assets (continued)
Value in use calculation of the CGUs
In assessing the value in use, the estimated future cash flows are discounted to their present value using a post-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Key estimates and judgments:
2025
$ '000
2024
$ '000
B2B segment
Compound annual growth rate in billing (years 1-5)
4.8%
6.6%
Compound annual growth rate in expenses (years 1-5)
2.2%
4.3%
Discount rate (post tax)
12.5%
11.5%
Discount rate (pre tax)
16.7%
16.2%
Terminal growth rate
2.5%
2.5%
2025
$ '000
2024
$ '000
B2C segment
Compound annual growth rate in billing (years 1-5)
4.8%
5.3%
Compound annual growth rate in expenses (years 1-5)
4.0%
4.8%
Discount rate (post tax)
12.5%
11.5%
Discount rate (pre tax)
17.1%
16.1%
Terminal growth rate
2.5%
2.5%
Sensitivity of assumptions
Management have made judgements and estimates in respect of impairment testing of goodwill. The calculation of
value in use for the two CGUs is most sensitive to the following assumptions:
Billings growth
Expense growth
Discount rates
Terminal growth rates.
Billings growth
Billings projections have been constructed with reference to the FY25 results and a five-year forward plan. The earlier
years are estimated through specific billing assumptions based on the current customer base. The years thereafter are
based on expected future growth rates.
Expense growth
Management forecasts operating costs based on the current structure of the business, adjusted for inflationary
increases but not reflecting unplanned future restructuring and cost-saving measures.
87
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
14
Intangible assets (continued)
Sensitivity of assumptions (continued)
Discount rates
The discount rate is calculated based on the weighted average cost of capital ("WACC"). The WACC considers both
debt and equity. The cost of equity is derived from the expected return on investments by the CGU's investors. The
cost of debt is derived from the interest rate of the Group's loan facility.
Terminal growth rate
The terminal growth rate was determined based on management's estimate of the long-term compounded annual
EBITDA growth rate, consistent with the assumptions that a market participant would make.
B2B sensitivity - reasonably possible changes of assumptions
For the B2B CGU, any reasonable possible change in the key assumptions on which the recoverable amount is based
would not cause the CGU’s carrying amount to exceed its recoverable amount.
B2C sensitivity - reasonably possible changes of assumptions
For the B2C CGU, any reasonable possible change in the key assumptions on which the recoverable amount is based
would not cause the CGU’s carrying amount to exceed its recoverable amount.
Impairment of other non-financial assets
During the prior year the recoverable amount of the Master Maths Island app was calculated to be lower than the
carrying value due to poor economic performance of the app. The carrying amount of $0.6 million was fully impaired at
30 June 2024.
Material accounting policy - intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair
value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life
intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in
profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal
proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets
are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively
by changing the amortisation method or period.
Internally generated intangible assets, excluding capitalised development costs, are not capitalised and an expense is
recognised in the statement of comprehensive income in the year in which the expenditure is incurred.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried
at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not
subsequently reversed.
88
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
14
Intangible assets (continued)
Material accounting policy - intangible assets (continued)
Product development
Research costs are expensed in the year in which they are incurred. Costs incurred for the development of software
code that enhances, modifies, or creates additional capability to existing controlled systems, and meets the definition
and recognition criteria, are recognised as intangible software assets. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use
or sell the asset; the Group has sufficient resources and intent to complete the internal development and their costs
can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their
expected benefit, being their finite useful life of three years. Amortisation of the asset begins when development is
complete and the asset is available for use. Capitalised development costs, including acquired product development,
are amortised on a straight-line basis over the period of the expected benefit, being their finite useful life of three to five
years.
Intellectual property
Significant costs associated with acquired intellectual property rights are deferred and amortised on a straight-line
basis over the period of their expected benefit, being their finite life of up to five years.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the
period of their expected benefit, being their finite useful life of three to 10 years.
Customer contracts and distributor relationships
Customer contracts and distributor relationships acquired are amortised over the period in which the related benefits
are expected to be realised, being their finite useful life of between one and two years for customer contracts and five
years for distributor relationships. Customer contracts acquired in the Brightpath acquisition are amortised over 12
years and four years for the ones acquired in the LiteracyPlanet acquisition.
Material accounting policy - impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is
the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped
together to form a cash-generating unit.
Critical accounting judgements, estimates and assumptions - goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether
goodwill has suffered any impairment. The recoverable amounts of cash generating units have been determined based
on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates
based on the current cost of capital and growth rates of the estimated future cash flows.
89
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
14
Intangible assets (continued)
Critical accounting judgements, estimates and assumptions - impairment of non-financial assets other than
goodwill
The Group assesses the impairment of non-financial assets other than goodwill at each reporting date by evaluating
conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists,
the recoverable amount of the asset is determined. This involves assessing the value of the asset at fair value less
costs of disposal and using value-in-use models which incorporate a number of key estimates and assumptions.
Critical accounting judgements, estimates and assumptions - product development costs
The Group capitalises development costs for a project in accordance with the accounting policy. Initial capitalisation of
costs is based on management’s judgement that technological and economic feasibility is confirmed. In determining
the amounts to be capitalised, as with the nature of Software-as-a-Service delivery model, key judgements are
required in determining whether incremental product enhancements will provide additional future economic benefit.
15
Leases
The Group as a lessee
The Group leases office premises under agreements of between one to six years with, in some cases, options to
extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. The Group
also leases office equipment under agreements of between one to three years.
15.1 Reconciliation of right-of-use assets
Office
premises
$ '000
Office
equipment
$ '000
Total
$ '000
Year ended 30 June 2025
Opening balance
1,862
100
1,962
Depreciation expenses
(778)
(42)
(820)
Additions
139
-
139
Lease modification
(383)
-
(383)
Exchange differences
36
-
36
Closing balance
876
58
934
Office
premises
$ '000
Office
equipment
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
1,415
57
1,472
Depreciation expenses
(831)
(43)
(874)
Additions
1,312
86
1,398
Reductions in right-of-use assets due to changes in lease liability
(15)
-
(15)
Exchange differences
(19)
-
(19)
Closing balance
1,862
100
1,962
90
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
15
Leases (continued)
15.1 Reconciliation of right-of-use assets (continued)
For other AASB 16 lease-related disclosures, refer to the following:
Consolidated statement of cash flows for repayment of lease liabilities
Note 6 for details of amortisation expenses
Note 15.2 for details of lease liabilities at the beginning and end of the reporting period
Note 26 for the total cashflows related to leases
Note 27 for the maturity analysis of lease liabilities.
Material accounting policy - right-of-use assets
The determination of whether a contract or part of a contract is or contains a lease is based on the substance of the
arrangement at inception date. It will be considered as a lease if it conveys the right to use an asset (the underlying
asset) for a period in exchange for consideration.
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or
before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except
where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing
the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to
impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or
loss as incurred. Refer to note 15.2.
15.2 Lease liabilities
Current liabilities
2025
$ '000
2024
$ '000
Lease liabilities
615
888
Non-current liabilities
Lease liabilities
269
1,198
Total lease liabilities
884
2,086
Refer to note 27 for maturity analysis of lease liabilities.
The following are the amounts recognised in profit or loss:
2025
$ '000
2024
$ '000
Depreciation of right-of-use assets
820
874
Interest expense on lease liabilities
98
125
Expenses relating to short-term leases
20
44
Total amounts recognised in profit or loss
938
1,043
91
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
15
Leases (continued)
Material accounting policy - lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit
in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments
comprise of fixed payments less any lease incentives receivable; variable lease payments that depend on an index or
a rate; amounts expected to be paid under residual value guarantees; exercise price of a purchase option when the
exercise of the option is reasonably certain to occur; and any anticipated termination penalties. The variable lease
payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term or certainty of a purchase option; and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully written down.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made.
Critical accounting judgments, estimates and assumptions - lease liabilities
The Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension
options if these options are available. The Group reassesses whether it is reasonably certain to exercise the options if
there is a significant event or significant changes in circumstances within its control. Management included renewal
options in the lease terms for office leases where it is reasonably certain the options will be exercised due to its plan of
operations.
16
Trade and other payables
2025
$ '000
2024
$ '000
Trade payables
2,471
2,588
GST payable
167
156
Accrued expenses
5,593
3,862
Other payables
465
420
Total trade and other payables
8,696
7,026
Material accounting policy - trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Trade and other payables is derecognised when, and only when, the obligation specified in the contract is discharged,
cancelled or expires. Trade and other payables is also derecognised when its terms are modified and the cash flows of
the modified liability are substantially different, in which case, a new financial liability based on modified terms is
recognised at fair value. On derecognition of trade and other payables, the difference between the carrying amount
extinguished or transferred to another party and the consideration paid, including any non-cash asset transferred or
liabilities assumed, is recognised in profit or loss.
92
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
17
Contract liabilities
Current liabilities
2025
$ '000
2024
$ '000
Contract liabilities
42,258
42,282
Non-current liabilities
Contract liabilities
1,387
2,038
Total contract liabilities
43,645
44,320
Contract liabilities represent income billed in advance from the contracts with customers pertaining to licence revenue
which is recognised over the period of the licence. During the year, contract liabilities of $1.1 million were acquired
from the business combination (refer note 35).
Material accounting policy - contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised
when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to
consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.
18
Provisions
2025
$ '000
2024
$ '000
Current
Employee benefits provisions
4,343
3,952
Other provisions
-
8
Total current provisions
4,343
3,960
Non-current
Employee benefits provisions
666
691
Lease make good provisions
179
175
Total non-current provisions
845
866
Total provisions
5,188
4,826
Employee benefits provisions
Employee benefits comprise provisions for annual leave and long service leave. Where an obligation is presented as
current, the Group does not have an unconditional right to defer settlement for more than 12 months.
Lease make good provisions
The provision represents the present value of the estimated costs to make good the premises leased by the Group at
the end of the respective lease terms.
Other provisions
The provision represents storage costs. The prior year provision represents storage costs and costs related to the
Brightpath acquisition.
93
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
18
Provisions (continued)
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Lease make
good
provisions
$ '000
Other
provisions
$ '000
Total
$ '000
Year ended 30 June 2025
Opening balance
175
8
183
Additional provisions recognised
1
-
1
Amounts used
(10)
(8)
(18)
Exchange differences
2
-
2
Unwinding of discount
11
-
11
Closing balance
179
-
179
Lease make
good
provisions
$ '000
Other
provisions
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
145
100
245
Additional provisions recognised
23
-
23
Amounts used
-
(13)
(13)
Amounts released
-
(79)
(79)
Unwinding of discount
7
-
7
Closing balance
175
8
183
Material accounting policy - provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event; it
is probable the Group will be required to settle the obligation; and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the
time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
94
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
19
Employee benefits expense
2025
$ '000
2024
$ '000
Bonus and commission expenses
4,158
2,937
Salaries and other short-term benefits
48,104
49,598
Staff costs capitalised
(3,984)
(3,314)
Superannuation expenses
5,726
5,562
Total employee benefits expense
54,004
54,783
Material accounting policy - employee benefits
Short-term employee benefits
Employee benefits expected to be settled within 12 months of the reporting date are measured at the amounts
expected to be paid when the liabilities are settled. This also includes share-based payment. Refer to note 21.
Other long-term employee benefits
Employee benefits not expected to be settled within 12 months of the reporting date are measured at the present value
of expected future payments to be made in respect of services provided by employees up to the reporting date.
Consideration is given to expected future wage and salary levels, the experience of employee departures and periods
of service. Expected future payments are discounted using market yields at the reporting date on high-quality
corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash
outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
20
Key management personnel disclosures
The aggregate compensation made to Directors and other members of key management personnel of the Group is set
out below:
2025
$
2024
$
Short-term employee benefits
2,033,237
1,418,769
Long-term benefits
16,694
19,304
Post-employment benefits
142,630
112,265
Termination benefits
143,965
-
Share-based payments
158,896
286,307
Total
2,495,422
1,836,645
95
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
21
Share-based payments
The share-based payment expense for the year was $0.2 million (2024: $0.5 million).
An equity incentive plan was established by the Group, whereby the Group may, at the discretion of the Board, grant
share appreciation rights ("SARs") over ordinary shares in the Company (awards) to certain key management
personnel and employees of the Group. The awards are granted and vested in accordance with performance
guidelines established by the Board.
Share appreciation rights
During the year, 2,890,090 share appreciation rights were granted at a fair value of $0.30 per right (2024: 2,080,842, at
fair value of $0.49 per right). The share appreciation rights were granted with no exercise price and the fair value was
determined based on the market value of the Company's share price on the grant date. Vesting of share appreciation
rights are subject to predetermined revenue and earnings per share growth target.
Set out below are summaries of share appreciation rights granted under the plan:
2025
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
7 February 2022
7 February 2027
$0.00
1,687,327
-
-
(843,664)
843,663
3 June 2022
18 March 2025
$0.00
181,419
-
-
(181,419)
-
17 October 2022
17 October 2027
$0.00
1,883,868
-
-
(235,426)
1,648,442
29 September 2023(i) 29 September 2028
$0.00
1,753,871
-
-
(219,372)
1,534,499
20 November 2024(ii)
20 November 2029
$0.00
-
2,890,090
-
-
2,890,090
5,506,485
2,890,090
-
(1,479,881)
6,916,694
Notional
exercise
price(iii)
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
Valuation model inputs
17 October 2022
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
20 February 2023
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
29 September 2023
29 September 2028
$1.12
$0.00
40.3%
0.0%
3.8%
$0.49
20 November 2024
20 November 2029
$0.99
$0.00
39.1%
0.0%
4.3%
$0.30
i.
Share appreciation rights balance at year end includes 214,617 that will be forfeited in August 2025.
ii.
Share appreciation rights issued during the year includes 363,268 that will be forfeited in August 2025
iii.
The notional exercise price is the predetermined price at which a plan participant can exercise their right to receive
the difference between the market value of the Company's shares at the time of exercise and the notional exercise
price. The contractual exercise price is $0.00.
96
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
21
Share-based payments (continued)
Share appreciation rights (continued)
2024
Grant date
Expiry date
Exercise
price
Balance at
the start of
the year
Granted Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
7 February 2022
7 February 2027
$0.00
1,687,327
-
-
-
1,687,327
3 June 2022
7 February 2027
$0.00
181,419
-
-
-
181,419
17 October 2022
17 October 2027
$0.00
1,883,868
-
-
-
1,883,868
20 February 2023
17 October 2027
$0.00
112,661
-
-
(112,661)
-
29 September 2023(i) 29 September 2028
$0.00
-
2,080,842
-
(326,972)
1,753,870
3,865,275
2,080,842
-
(439,633)
5,506,484
Notional
exercise
price(ii)
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
Valuation model inputs
17 October 2022
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
20 February 2023
17 October 2027
$1.25
$0.00
36.0%
0.0%
3.4%
$0.45
29 September 2023
29 September 2028
$1.12
$0.00
40.3%
0.0%
3.8%
$0.49
i.
Share appreciation rights issued during the year include 92,052 from a total of 204,713 that relate to the prior year
but were issued during the year ended 30 June 2024
ii.
The notional exercise price is the predetermined price at which a plan participant can exercise their right to receive
the difference between the market value of the Company's shares at the time of exercise and the notional exercise
price. The contractual exercise price is $0.00.
Material accounting policy - share-based payments
The main form of equity-settled, share-based compensation provided to employees is share appreciation rights.
The cost of the share appreciation rights granted is measured at fair value on grant date and recognised as an
employee expense with a corresponding increase in equity over the vesting period. The amount recognised as an
expense is adjusted over the period to reflect the number of share appreciation rights for which the related service and
non-market vesting conditions are expected to be met but is not adjusted when market performance conditions are not
met.
Critical accounting judgments, estimates and assumptions - share-based payments
Fair value of the share appreciation rights is determined using a Black-Scholes-Merton model that takes into account
the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option,
together with non-vesting conditions that do not determine whether the Group receives the services that entitle the
employees to receive payment. No account is taken of any other vesting conditions.
97
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
22
Issued capital
2025
$ '000
2024
$ '000
Ordinary shares
212,135
212,135
2025
No.
2024
No.
Number of ordinary shares in issue
272,906,522
272,906,522
Shares issued during the year
Opening balance
272,906,522
276,484,170
Shares bought back during the year
-
(3,577,648)
Closing balance
272,906,522
272,906,522
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to
shareholders should the Company be wound up, in proportions that consider both the number of shares held and the
extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not
have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll
each share shall have one vote.
Share buy-back
In the prior year, the Group commenced an on-market buy-back of its ordinary shares up to a maximum value of $10
million (excluding transaction costs) on 23 August 2023 for a period up to 12 months ("buy-back"). In accordance with
the ASX Listing Rules, the prices paid for shares purchased under the buy-back was no more than 5% above the
volume-weighted average price of the Company's shares over the five trading days prior to purchase. The buy-back
was limited to a maximum of 10% of the smallest number of voting shares on issue during the last 12 months, as
permitted under the Corporations Act 2001 (Cth), and therefore did not require shareholder approval.
Shares bought back were cancelled on acquisition, so that the total number of shares on issue reduced accordingly,
and this resulted in a consequential adjustment to the voting power of remaining shareholders. During the prior year
the Company bought pack 3,577,648 ordinary shares at a cost of $4.5 million (excluding transaction costs). As at 30
June 2024, the number of ordinary shares on issue was 272,906,522, down by 3,577,648 ordinary shares on issue as
at 30 June 2023. The on-market buy-back ended on 22 August 2024.
Capital management
The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or
sell assets to reduce debt.
98
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
22
Issued capital (continued)
Capital management (continued)
The Group would look to raise capital when an opportunity to invest in a business or company would be seen as value
adding.
The Group is subject to certain covenants on its financing arrangements and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the
financial year.
The capital risk management policy remains unchanged.
Material accounting policy - contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Franking credits account
2025
$ '000
2024
$ '000
The franking credits available for subsequent financial years at a tax rate of 30%
321
321
The above available balance is based on the dividend franking account at year-end adjusted for:
Franking credits that will arise from the payment of the amount of the provision for income tax at the reporting
date;
Franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; or
Franking credits that will arise from the receipt of dividends recognised as receivables at the year.
23
Reserves
2025
$ '000
2024
$ '000
Acquisition reserve
(798)
(798)
Foreign currency reserve
939
238
Share-based payment reserve
9,486
9,230
Total reserves
9,627
8,670
Acquisition reserve
The reserve resulted from the acquisition of non-controlling interests in a subsidiary. The acquisition of non-controlling
interest is not a business combination but is an equity transaction between owners. Accordingly, the difference
between consideration paid and identifiable net assets of the non-controlling interest has been accounted for in the
acquisition reserve.
Foreign currency reserve
The reserve is used to recognise exchange differences arising from translation of the consolidated financial statements
of foreign operations to Australian dollars.
99
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
23
Reserves (continued)
Share-based payment reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Acquisition
reserve
$ '000
Foreign
currency
reserve
$ '000
Share-based
payment
reserve
$ '000
Total
$ '000
Year ended 30 June 2025
Opening balance
(798)
238
9,230
8,670
Foreign currency translation
-
701
-
701
Share-based payments
-
-
256
256
Closing balance
(798)
939
9,486
9,627
Acquisition
reserve
$ '000
Foreign
currency
reserve
$ '000
Share-based
payment
reserve
$ '000
Total
$ '000
Year ended 30 June 2024
Opening balance
(798)
573
8,700
8,475
Foreign currency translation
-
(335)
-
(335)
Share-based payments
-
-
530
530
Closing balance
(798)
238
9,230
8,670
Material accounting policy - foreign currency translation
The consolidated financial statements are presented in Australian dollars, which is the Group's functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions,
and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies, are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the
average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting
foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in
equity.
100
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
23
Reserves (continued)
Material accounting policy - foreign currency translation (continued)
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
24
Borrowings
2025
$ '000
2024
$ '000
Bank loans
-
1,000
Total non-current borrowings
-
1,000
Bank loans
The bank loan facility is subject to variable interest rates, which are based on the bank bill swap rate ("BBSR"), plus a
margin. The bank loan facility consists of a revolving facility commitment of $10.0 million expiring on 27 June 2027.
The bank loan facility was temporarily increased to $15.0 million on 5 December 2024 and reduced back to $10.0
million in March 2025. The banking facility is secured by fixed and floating charges over the Group's assets. The loans
drawn were repaid in full by the end of March 2025.
Banking facilities
Bank guarantee of $2.0 million and ancillary facility of $0.1 million are available to the Group which are subject to a
regular review.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
2025
$ '000
2024
$ '000
Bank loans
10,000
10,000
Bank guarantee and ancillary facilities
2,130
2,118
Total
12,130
12,118
Used at the reporting date
2025
$ '000
2024
$ '000
Bank loans
-
1,000
Bank guarantee and ancillary facilities
-
-
Total
-
1,000
Unused at the reporting date
Bank loans
10,000
9,000
Bank guarantee and ancillary facilities
2,130
2,118
Total
12,130
11,118
As at the reporting date, there are no used bank guarantees (2024: not used) with the bank.
101
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
24
Borrowings (continued)
Material accounting policy - borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
They are subsequently measured at amortised cost using the effective interest method.
25
Cash and cash equivalents
2025
$ '000
2024
$ '000
Cash at bank and in hand
8,505
1,970
Total cash and cash equivalents
8,505
1,970
Net cash of $11.6 million at 30 June 2025 consists of $8.5 million cash and $3.1 million restricted cash
(refer to note 12). External borrowings at 30 June 2025 is nil (refer to note 24).
Material accounting policy - cash and cash equivalents
Cash and cash equivalents include cash on hand; deposits held at call with financial institutions; and other short-term,
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
26
Cash flow information
Reconciliation of net income to net cash provided by operating activities:
2025
$ '000
2024
$ '000
Profit/(loss) for the year
210
(57,020)
Adjustments for:
Depreciation and amortisation expenses
10,634
10,945
Impairment losses
-
45,148
Share-based payments
256
530
Foreign exchange differences
(98)
(151)
Net (gain)/loss on disposal of assets
(56)
5
Gain on bargain purchase
(234)
-
Change in operating assets and liabilities:
Decrease in trade and other receivables
866
1,965
Decrease in deferred tax assets
(1,053)
(10,529)
Increase in deferred contract costs
1,545
503
Decrease in other operating assets
1,199
6
Increase/(decrease) in trade and other payables
647
(578)
Decrease in contract liabilities
(2,451)
(3,981)
Increase in provision for income tax
748
658
Increase/(decrease) in employee benefits
366
(384)
(Decrease)/increase in other provisions
(4)
692
Net cash from operating activities
12,575
(12,191)
102
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
26
Cash flow information (continued)
Changes in liabilities arising from financing activities
2025
$ '000
Capital
payment
$ '000
Interest
payment
$ '000
Addition
$ '000
Foreign
exchange
movement
$ '000
Interest on
capital
$ '000
Termination
$ '000
2025
$ '000
Lease liabilities
2,086
(791)
(98)
99
52
98
(562)
884
Borrowing
1,000
(11,000)
(434)
10,000
-
434
-
-
Total liabilities
from financing
activities
3,086
(11,791)
(532)
10,099
52
532
(562)
884
2024
$ '000
Capital
payment
$ '000
Interest
payment
$ '000
Addition
$ '000
Foreign
exchange
movement
$ '000
Interest on
capital
$ '000
Termination
$ '000
2024
$ '000
Lease liabilities
1,541
(791)
(125)
1,360
(24)
125
-
2,086
Borrowing
-
(2,000)
(13)
3,000
-
13
-
1,000
Total liabilities
from financing
activities
1,541
(2,791)
(138)
4,360
(24)
138
-
3,086
Non-cash financing and investing activities
2025
$ '000
2024
$ '000
Additions to the right-of-use assets
139
1,398
27
Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest
rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The
Group uses different methods to measure different types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rate and foreign exchange risks, and ageing analysis for credit risk.
The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board
has established an Audit and Risk Committee, which is responsible for managing risk. The committee reports to the
Board on its activities.
Risk management processes are established to identify and analyse the risks faced by the Group, the risk exposure of
the Group and appropriate procedures, controls and risk limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Group’s activities.
The Audit and Risk Committee oversees how management monitors compliance with the Group’s risk management
policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by
the Group.
103
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
27
Financial instruments (continued)
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk
through foreign exchange rate fluctuations.
Foreign currency risk arises from future commercial transactions and recognised financial assets and financial
liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity
analysis and cash flow forecasting.
To a significant extent, the Group’s business currently enjoys natural hedges. The revenue that the Group obtains in a
particular foreign currency closely matches the expenses it incurs in that currency (such as Pound Sterling). The Board
believes that natural hedges presently mitigate any exchange rate volatility risk for the Group to an economically
acceptable level.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities (unhedged)
at the reporting date were as follows:
US Dollar
'000
Euro
'000
Pound
Sterling
'000
New
Zealand
Dollar
'000
Canadian
Dollar
'000
Other
currencies
'000
Assets
30 June 2025
1,486
113
1,100
226
1,570
2,025
30 June 2024
1,587
74
653
182
1,299
604
Liabilities
30 June 2025
288
9
491
4
25
-
30 June 2024
443
-
355
8
4
-
The Group had net assets denominated in foreign currencies of $5.7 million (assets $6.5 million less liabilities $0.8
million) as at 30 June 2025 (2024: $3.6 million (assets $4.4 million less liabilities $0.8 million)). Based on this
exposure, had the Australian dollar weakened by 10%/strengthened by 10% (2024: weakened by 10%/strengthened
by 10%) against these foreign currencies with all other variables held constant, the Group's profit/loss before tax for
the year would have been $0.6 million higher/$0.6 million lower (2024: $0.4 million higher/$0.4 million lower). The
percentage change is the expected overall volatility of the significant currencies, which is based on management's
assessment of reasonable possible fluctuations.
Interest rate risk
The Group is not exposed to any significant interest rate risk.
Price risk
The Group is not exposed to any significant price risk.
104
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
27
Financial instruments (continued)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying
amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and
notes to the consolidated financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables
through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered
representative across all customers of the Group based on recent sales experience, historical collection rates and
forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this
include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make
contractual payments for a period greater than one year.
The majority of schools and consumers pay upfront and the nature of the customer base has a low impact on the
Group's credit risk exposure.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash
equivalents and available debt facilities) to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and
forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date:
2025
$ '000
2024
$ '000
Bank loans
10,000
9,000
Bank guarantee and ancillary facilities
2,130
2,118
Total
12,130
11,118
105
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
27
Financial instruments (continued)
Liquidity risk (continued)
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Consolidated - 30 June 2025
Weighted
average
interest
rate
%
1 year or
less
$ '000
Between 1
and 2
years
$ '000
Between 2
and 5
years
$ '000
Over 5
years
$ '000
Remaining
contractual
maturities
$ '000
Non-derivatives
Non-interest bearing
Trade payables
2,471
-
-
-
2,471
Other payables
465
-
-
-
465
GST payable
167
-
-
-
167
3,103
-
-
-
3,103
Interest-bearing - fixed rate
-
Lease liability
%
6.5
615
269
-
-
884
615
269
-
-
884
Total non-derivatives
3,718
269
-
-
3,987
Consolidated - 30 June 2024
Weighted
average
interest
rate
%
1 year or
less
$ '000
Between 1
and 2
years
$ '000
Between 2
and 5
years
$ '000
Over 5
years
$ '000
Remaining
contractual
maturities
$'000
Non-derivatives
Non-interest bearing
Trade payables
2,588
-
-
-
2,588
Other payables
420
-
-
-
420
GST payable
156
-
-
-
156
3,164
-
-
-
3,164
Interest-bearing - fixed rate
Lease liability
6.2%
1,063
814
524
-
2,401
1,063
814
524
-
2,401
Interest-bearing - variable rate
Borrowing
6.2%
-
-
1,005
-
1,005
-
-
1,005
-
1,005
Total non-derivatives
4,227
814
1,529
-
6,570
106
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
27
Financial instruments (continued)
Liquidity risk (continued)
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above. The Group may repay debt when cash is sufficiently available, and this may occur earlier than
contractually disclosed above.
28
Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to
their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual
maturities at the current market interest rate that is available for similar financial liabilities.
Material accounting policy - fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either in the principal market or, in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on
its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value are used maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
29
Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by the auditor of the Company,
its network firms and unrelated firms:
2025
$
2024
$
Audit services
Audit or review of the financial statements - KPMG (Australia)
506,432
407,550
Non-audit related services - KPMG (Australia)
1,500
-
Total
507,932
407,550
Audit services - overseas unrelated firms
Audit or review of the financial statements
55,350
23,223
Non-audit related services relate to training provided by KPMG.
30
Commitments
The Group had no commitments as at 30 June 2025 and 30 June 2024.
107
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
31
Contingencies
The Group has no bank guarantees as at 30 June 2025 (2024: nil) for merchant facilities and operating leases.
In the opinion of the Directors, at 30 June 2025 (30 June 2024: $1.0 million) a $1.0 million contingent liability exists in
relation to the acquisition of Brightpath. As announced to the Australian Securities Exchange on 30 September 2022, a
further payment to the sellers may be due subject to the achievement of certain future 12-month revenue targets for
four years from the date of acquisition. This payment will be accrued if deemed probable. As of 30 June 2025, no
future contingent payment amounts have been accrued or paid.
32
Related parties
Parent entity
3P Learning Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 34.
Key management personnel
Disclosures relating to key management personnel are set out in note 20 and the remuneration report included in the
Directors' report.
Related parties
The Group has a publishing, distribution and transition service agreement with Kalaci Pty Ltd (trading as Pascal Press)
and a software licence commercial agreement with Clickview Pty Ltd. Matthew Sandblom is a shareholder of both the
companies. The Group also has an ongoing office lease agreement and consultancy agreement with Matthew
Sandblom.
Transactions with related parties
The following transactions occurred with related parties:
2025
$
2024
$
Payment for publishing and distribution services with Kalaci Pty Ltd
301,324
266,303
Income for publishing and distribution services with Kalaci Pty Ltd
160,202
161,877
Payment for operational services with Kalaci Pty Ltd
249,772
120,856
Income for operational services with Kalaci Pty Ltd
82,116
56,742
Lease of office premise from Matthew Sandblom
398,000
398,000
Payment for software licence fees with Clickview Pty Ltd
121,772
71,517
Payment for Director fees to Matthew Sandblom(i)
1
1
i.
Terms as agreed between Matthew Sandblom and the Company.
108
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
32
Related parties (continued)
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
2025
$
2024
$
Current receivables:
Trade receivables from Director related entities of Matthew Sandblom
18,175
30,675
Current payables:
Trade payables to Director related entities of Matthew Sandblom
73,329
78,862
Lease liability to Director related entities of Matthew Sandblom
571,933
945,890
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
33
Parent entity information
2025
$ '000
2024
$ '000
Statement of financial position
Assets
Current assets
5,588
3,536
Non-current assets
185,281
168,231
Total assets
190,869
171,767
Liabilities
Current liabilities
61,198
51,865
Non-current liabilities
572
657
Total liabilities
61,770
52,522
Equity
Issued capital
212,135
212,135
Share-based payment reserve
9,486
9,230
Profit reserve
9,598
-
Accumulated losses
(102,120)
(102,120)
Total equity
129,099
119,245
Statement of profit or loss and other comprehensive income
Income/(loss) after income tax
9,598
(41,468)
Total comprehensive income/(loss)
9,598
(41,468)
109
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
34
Parent entity information (continued)
Impairment reversal of investment in subsidiary
The Blake acquisition on 28 May 2021 gave rise to a non-current asset, investment in subsidiary. During the prior year,
the Group prepared an impairment assessment to calculate the recoverable amount of the Group's CGUs. The value
in use for the investment in Blake was compared to the carrying value of the investment in subsidiary and an
impairment loss of $49.7 million was recorded at the Parent entity level in the prior year. The current year impairment
assessment calculated an excess of value in use compared to the carrying value and $17.5 million of the previous
impairment loss was reversed. The impairment loss and reversal of impairment are eliminated on consolidation.
Profit reserve
Management classified $9.6 million of the current year profit to a profit reserve.
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity and its subsidiaries are parties to a deed of cross-guarantee under which each company guarantees
the debts of the others. No deficiencies of assets exist in the subsidiary. Refer to note 36 for further information.
Contingent liabilities
The parent entity has nil bank guarantees as at 30 June 2025 (2024: nil) for merchant facilities and operating leases.
In the opinion of the Directors, at 30 June 2025 (30 June 2024: $1.0 million) a $1.0 million contingent liability exists in
relation to the acquisition of Brightpath. As announced to the Australian Securities Exchange on 30 September 2022, a
further payment to the sellers may be due subject to the achievement of certain future 12-month revenue targets for
four years from the date of acquisition. This payment will be accrued if deemed probable. As of 30 June 2025, no
future contingent payment amounts have been accrued or paid.
Contractual commitments - plant and equipment
The parent entity did not have any commitments for plant and equipment as at 30 June 2025 or 30 June 2024.
Material accounting policies - parent entity
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1.2, except for
the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be
an indicator of an impairment of the investment.
110
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
34
Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 1.2:
Principal place of business
Percentage
Owned (%)
2025
Percentage
Owned (%)
2024
3P International Holdings Pty Ltd
Australia
100%
100%
3P Learning Australia Pty Ltd
Australia
100%
100%
3P Learning Canada Limited
Canada
100%
100%
3P Learning Inc.
United States
100%
100%
3P Learning NZ Limited
New Zealand
100%
100%
3P Learning UK Limited
United Kingdom
100%
100%
Blake eLearning Inc.
United States
100%
100%
Blake eLearning Pty Limited
Australia
100%
100%
Blake eLearning UK Limited
United Kingdom
100%
100%
Pairwise Pty Ltd
Australia
100%
100%
Intrepica Pty Ltd(i)
Australia
100%
-%
Intrepica UK Limited(i)
United Kingdom
100%
-%
LiteracyPlanet Inc(i)
United States
100%
-%
i.
The parent company acquired Intrepica Pty Ltd and its fully-controlled subsidiaries on 3 January 2025, refer to
note 35.
111
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
35
Business combinations
On 3 January 2025, the Company acquired a 100% interest of LiteracyPlanet, resulting in 3P Learning Limited
obtaining control of LiteracyPlanet. The following table shows the assets acquired, liabilities assumed and the
purchase consideration at the acquisition date.
Acquiree's
carrying
amount
$ '000
Fair value
$ '000
Purchase consideration:
Cash
1,200
Total purchase consideration
1,200
Assets or liabilities acquired:
Cash
308
308
Trade and other receivables
1,051
1,051
Plant and equipment
10
10
Intangible assets
491
1,396
Deferred tax assets
-
10
Trade and other payables
(126)
(126)
Contract liabilities
(1,228)
(1,071)
Provisions
(125)
(125)
Income tax liabilities
(19)
(19)
Total net identifiable assets
362
1,434
Identifiable assets acquired and liabilities assumed
362
1,434
Consideration paid
1,200
Less: Identifiable assets acquired
1,434
Gain on bargain purchase
(234)
Net cash paid for business combination of $0.9 million comprises of $1.2 million cash consideration paid to
shareholders of LiteracyPlanet, and acquired cash balances of $0.3 million. The total acquisition cost of $1.5 million
consisted of $1.2m paid to shareholders and $0.3 million paid for acquisition-related cost. Acquisition-related costs are
included in restructure and integration costs in the consolidated statement of profit and loss and other comprehensive
income.
Fair value of net assets acquired was determined by a third-party valuer and the acquisition resulted in a bargain
purchase. The gain on bargain purchase of $0.3 million is recognised in the consolidated statement of profit and loss
and other comprehensive income immediately.
Since the date of acquisition, revenue of $0.8 million and net loss of $0.4 million are included in the consolidated
statement of profit and loss and other comprehensive income for the year ended 30 June 2025. Had the acquisition
occurred on 1 July 2024, management estimates that the consolidated statement of profit and loss and other
comprehensive income would have included $1.9 million revenue and $0.9 million net loss from LiteracyPlanet. As of
30 June 2025, the remaining accounts receivable balance of LiteracyPlanet is $6,000. Therefore, the balance acquired
is assessed to be substantively recoverable.
LiteracyPlanet launched in 2009 to inspire a lifetime of learning for students, educators and parents, and to improve
English literacy skills and education accessibility worldwide. LiteracyPlanet complements the Group’s suite of
programs and enhances the literacy product offerings for students in School Years 2 to 10.
The purchase price accounting and the allocation of fair value to goodwill and other intangible assets for the
acquisition of LiteracyPlanet were finalised as at 30 June 2025.
112
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
35
Business combinations (continued)
Acquisition related costs
2025
$ '000
Acquisition-related legal and consulting cost
338
Material accounting policy - business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The acquisition method of accounting is used to account for business combinations when the acquired set of activities
and assets meets the definition of a business and control is transferred to the Group. To determine whether a set of
activities and assets constitutes a business, the Group has the choice to apply a "concentration test", which is met if
substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of
similar identifiable assets. Alternatively, to determine if a business has been acquired, the Group assesses whether
(as a minimum) an input and substantive process has been acquired and whether there is an ability to produce outputs
from these.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree, and the amount of any non-
controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is
measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs
are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's
operating or accounting policies and other pertinent conditions in existence at the acquisition date.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing
investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is
less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference
is recognised as a gain directly in profit or loss by the acquirer on the acquisition date, but only after a reassessment of
the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the
consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period,
based on new information obtained about the facts and circumstances that existed at the acquisition date. The
measurement period ends on the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer
receives all the information possible to determine fair value.
Critical accounting judgements, estimates and assumptions - business combinations
Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, and
liabilities and contingent liabilities assumed, are initially estimated by the Group taking into consideration all available
information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is
retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and
liabilities, depreciation and amortisation reported.
113
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
36
Deed of cross-guarantee
The following entities are party to a deed of cross-guarantee under which each company guarantees the debts of the
others:
3P Learning Limited ("Parent entity")
Blake eLearning Pty Ltd
By entering into the deed, the wholly owned entities have been relieved from the requirement to prepare financial
statements and Directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and
Investments Commission.
The above companies represent a "Closed Group" for the purposes of the Corporations Instrument, and as there are
no other parties to the deed of cross-guarantee that are controlled by 3P Learning Limited, they also represent the
"Extended Closed Group".
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial
position of the "Closed Group":
2025
$ '000
2024
$ '000
Statement of profit or loss and other comprehensive income
Revenue
49,392
53,780
Other income
24,409
37,616
Interest income
249
546
Administrative expenses
(3,911)
(3,453)
Buy-back of distributor rights
-
(19,628)
Corporate advisory costs
(208)
-
Deferred contract costs
(6,683)
(9,495)
Depreciation and amortisation expenses
(9,360)
(9,803)
Employee expenses
(29,970)
(31,046)
Finance costs
(492)
(161)
Impairment losses
-
(45,148)
Marketing expenses
(12,733)
(12,576)
Occupancy expenses
(192)
(341)
Professional fees
(2,398)
(2,410)
Restructure and integration costs
(1,138)
(2,047)
Reversal of bad debt expenses
8,171
3,320
Service charges
(1,221)
(5,867)
Technology costs
(8,998)
(8,393)
Profit/(loss) before income tax
4,917
(55,106)
Income tax benefit
1,975
8,674
Profit/(loss) after income tax
6,892
(46,432)
Total comprehensive income/(loss) for the year
6,892
(46,432)
Equity - accumulated losses
Retained earnings:
Accumulated losses at the beginning of the financial year
(102,123)
(55,691)
Profit/(loss) after income tax
6,892
(46,432)
Accumulated losses at the end of the financial year
(95,231)
(102,123)
114
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
36
Deed of cross-guarantee (continued)
2025
$ '000
2024
$ '000
Statement of financial position
Current assets
Cash and cash equivalents
3,838
959
Trade and other receivables
3,008
2,956
Deferred contract costs
1,234
2,166
Other assets
5,782
6,739
Total current assets
13,862
12,820
Non-current assets
Investments
11,100
9,899
Plant and equipment
665
810
Intangibles
137,851
141,960
Right-of-use assets
608
1,036
Deferred contract costs
107
687
Deferred tax assets
13,638
11,312
Total non-current assets
163,969
165,704
Total assets
177,831
178,524
Current liabilities
Trade and other payables
35,381
40,217
Contract liabilities
9,752
10,697
Lease liabilities
439
415
Provisions
3,493
3,326
Total current liabilities
49,065
54,655
Non-current liabilities
Borrowings
-
1,000
Contract liabilities
108
1,060
Lease liabilities
192
634
Provisions
653
512
Total non-current liabilities
953
3,206
Total liabilities
50,018
57,861
Net assets
127,813
120,663
Equity
Issued capital
212,135
212,135
Reserves
10,909
10,651
Accumulated losses
(95,231)
(102,123)
Total equity
127,813
120,663
115
3P Learning Limited
Notes to the consolidated financial statements
For the year ended 30 June 2025
37
Events occurring after the reporting date
The financial report was authorised for issue on 29 August 2025 by the Board.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in
future financial years.
116
3P Learning Limited
Consolidated entity disclosure statement
For the Year Ended 30 June 2025
Set out below is a list of entities that are consolidated in this set of consolidated financial statements as at 30 June 2025 in
accordance with the Corporations Act 2001 (Cth) (s.295(3A)(a)).
Entity Name
Body
corporate,
partnership or
trust
Place
incorporated
% of share
capital held
directly or
indirectly by
the Company
in the body
corporate
Australian
or foreign
tax
resident
Jurisdiction
for foreign
resident
2025
2024
3P Learning Limited
Body corporate
Australia
100%
100%
Australian
Not applicable
3P International Holdings Pty Ltd
Body corporate
Australia
100%
100%
Australian
Not applicable
3P International Holdings Pty Ltd - SA
Branch
Branch
South Africa
100%
100%
Foreign
South Africa
3P Learning Australia Pty Ltd
Body corporate
Australia
100%
100%
Australian
Not applicable
3P Learning Canada Limited
Body corporate
Canada
100%
100%
Foreign
Canada
3P Learning Inc.
Body corporate
United States
100%
100%
Foreign
United States
3P Learning NZ Limited
Body corporate
New Zealand
100%
100%
Foreign
New Zealand
3P Learning UK Limited
Body corporate
United
Kingdom
100%
100%
Foreign
United
Kingdom
Blake eLearning Inc.
Body corporate
United States
100%
100%
Foreign
United States
Blake eLearning Pty Limited
Body corporate
Australia
100%
100%
Australian
Not applicable
Blake eLearning UK Limited
Body corporate
United
Kingdom
100%
100%
Foreign
United
Kingdom
Pairwise Pty Ltd
Body corporate
Australia
100%
100%
Australian
Not applicable
Intrepica Pty Ltd
Body corporate
Australia
100%
-%
Australian
Not applicable
Intrepica UK Limited
Body corporate
United
Kingdom
100%
-%
Foreign
United
Kingdom
LiteracyPlanet Inc
Body corporate
United States
100%
-%
Foreign
United States
Determination of tax residency
Section 295 (3A) of the Corporations Act 2001 (Cth) requires that the tax residency of each entity which is included in the
Consolidated Entity Disclosure Statement be disclosed. In the context of an entity which was an Australian resident,
“Australian resident” has the meaning provided in the Income Tax Assessment Act 1997 (Cth). The determination of tax
residency involves judgement as it is highly fact dependent and there are currently several different interpretations that
could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner
of Taxation’s public guidance in Tax Ruling TR 2018/5.
117
3P Learning Limited
Consolidated entity disclosure statement
For the Year Ended 30 June 2025
Determination of tax residency (continued)
Foreign tax residency
The consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign
tax residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist
in its determination of tax residency to ensure applicable foreign tax legislation has been complied with.
Branches (permanent establishments)
3P International Holding Pty Ltd is incorporated in Australian and has a registered branch in South Africa. The branch
operations have a tax obligation in South Africa under South African Income Tax Act 58 of 1962.
Foreign branches of Australian subsidiaries are not separate level entities and therefore do not have a separate residency
for Australian tax purposes. Generally, the Australian subsidiary that the branch is a part of will be the relevant tax resident,
rather than the branch operations.
Additional disclosures on the tax status of Australian subsidiaries having a foreign branch with a taxable presence in that
jurisdiction have been provided where relevant.
118
3P Learning Limited
Directors' declaration
1.
In the opinion of the Directors of the Company:
a.
the consolidated financial statements and notes that are set out on pages 64 to 116 and remuneration report in the
Directors' report for the year ended 30 June 2025 are in accordance with the Corporations Act 2001 (Cth),
including:
i.
give a true and fair view of the Group's financial position as at 30 June 2025 and of its performance for the
financial year ended on that date; and
ii.
comply with Australian Accounting Standards and the Corporations Regulations 2001;
b.
the Consolidated Entity Disclosure Statement set out on page 117 to 118 as at 30 June 2025 is true and correct;
and
c.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
2.
There are reasonable grounds to believe that the Company and the entities identified in note 36 will be able to meet
any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross-Guarantee
between the Company and the entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument
2016/785.
3.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 (Cth) from the
CEO and CFO for the financial year ended 30 June 2025.
4.
The Directors draw attention to note 1.1 to the consolidated financial statements, which includes a statement of
compliance with International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Board of Directors.
_______________________
Matthew Sandblom
Executive Chairman
29 August 2025
Sydney
119
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
120
Independent Auditor’s Report
To the shareholders of 3P Learning Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of 3P
Learning Limited (the Company).
In our opinion, the accompanying Financial
Report of the Company gives a true and fair
view, including of the Group’s financial
position as at 30 June 2025 and of its
financial performance for the year then
ended, in accordance with the Corporations
Act 2001, in compliance with Australian
Accounting Standards and the Corporations
Regulations 2001.
The Financial Report comprises:
• Consolidated statement of financial position as at 30
June 2025
• Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of
cash flows for the year then ended
• Consolidated entity disclosure statement and
accompanying basis of preparation as at 30 June
2025
• Notes, including material accounting policies
• Directors’ Declaration.
The Group consists of the Company and the entities it
controlled at the year end or from time to time during
the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with
these requirements.
121
Key Audit Matters
The Key Audit Matters we identified are:
•
Carrying amount of goodwill and other
intangible assets
•
Revenue recognition and related contract
liabilities
Key Audit Matters are those matters that, in our
professional judgement, were of most significance
in our audit of the Financial Report of the current
period.
These matters were addressed in the context of
our audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Carrying amount of goodwill and other intangible assets ($151.5m)
Refer to Note 14 to the Financial Report.
The key audit matter
How the matter was addressed in our audit
The carrying amount of goodwill and other
intangible assets is a key audit matter due to the
inherent estimation uncertainty associated with
auditing the forward-looking assumptions
incorporated in the Group’s value in use (VIU)
models.
The Group’s VIU models are internally developed
and use a range of internal and external data as
inputs. The key assumptions in the VIU models
include billings growth, expenses growth, discount
rates and terminal growth rates. These forward-
looking assumptions may be prone to greater risk
for potential bias, error and inconsistent
application, therefore necessitating additional
scrutiny by us, in particular to address the
objectivity of sources used for assumptions, and
their consistent application.
Where the Group has not met prior year forecasts
in relation to a specific CGU, we factored this into
our assessment of key assumptions and reliability
of current forecasts.
Working with our valuation specialists, our
procedures included:
•
Considering the appropriateness of the VIU
method applied by the Group in performing
the annual test of goodwill for impairment
against the requirements of the accounting
standards;
•
Assessing the integrity of the VIU models
used, including the accuracy of the underlying
calculation formulas;
•
Assessing the accuracy of previous Group
forecasts to inform our evaluation of forecasts
incorporated in the models;
•
Challenging the Group’s significant forecast
cash flow and growth assumptions when
comparing the forecast cash flows to the
Board approved plan and strategy. This
involved:
-
applying increased scepticism to forecasts
in the areas where previous forecasts
were not achieved;
-
considering any differences between
forecast growth rates (including terminal
growth rates) and published studies of
industry trends based on our knowledge
of the Group’s operations/strategy and
their past performance.
•
Independently developed a discount rate
122
range using publicly available market data for
comparable entities, adjusted by risk factors
specific to the CGUs;
•
Considering the sensitivity of the models by
varying key assumptions, such as forecast
growth rates, terminal growth rates and
discount rates, within a reasonably possible
range. We did this to identify those
assumptions at higher risk of bias or
inconsistency in application and to focus our
further procedures;
•
Assessing the disclosures in the financial
report using our understanding obtained from
our testing and against the requirements of
the accounting standards.
Revenue recognition and related contract liabilities ($108.9m)
Refer to Note 3 to the Financial Report.
The key audit matter
How the matter was addressed in our audit
The recognition of revenue and related contract
liabilities is a key audit matter due to:
•
the significance of revenue and contract
liabilities to the financial statements; and
•
revenue being a key performance indicator for
the Group.
Our procedures included:
•
Assessing the appropriateness of the Group’s
accounting policies related to revenue
recognition and contract liabilities against the
requirements of the accounting standard and
our understanding of the business and
industry practice;
•
Testing a sample of revenue transactions and
a sample of contract liability balances to
underlying documentation such as signed
customer contracts, statements from sales
agents and cash receipts. This included
checking the duration of customer access
from the contract to the period of revenue
recognition;
•
Recalculating the contract liability balance at
year end based on cash receipts and revenue
recognised for the year tested above;
•
Evaluating the adequacy of disclosures in the
financial report using our understanding
obtained from our testing and against the
requirements of Australian Accounting
Standards.
123
Other Information
Other Information is financial and non-financial information in 3P Learning Limited’s annual report which
is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for
the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date
of this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• preparing the Financial Report in accordance with the Corporations Act 2001, including giving a
true and fair view of the financial position and performance of the Group, and in compliance with
Australian Accounting Standards and the Corporations Regulations 2001
• implementing necessary internal control to enable the preparation of a Financial Report in
accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, and that is free from material misstatement, whether
due to fraud or error
• assessing the Group and Company’s
. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group
ability to continue as a going concern and whether the use
of the going concern basis of accounting is appropriate
and Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• to obtain reasonable assurance about whether the Financial Report as a whole is 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 Australian Auditing Standards will always detect a material misstatement when it
exists.
Misstatements can arise from fraud or error. They 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 the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf.
This description forms part of our Auditor’s Report.
124
Report on the Remuneration Report
Opinion
In our opinion, the Remuneration Report of
3P Learning Limited for the year ended 30
June 2025, complies with Section 300A of
the Corporations Act 2001.
Directors’ responsibilities
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration
Report in accordance with Section 300A of the
Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in
pages, 46 to 62 of the Directors’ report for the year
ended 30 June 2025.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Daniel Robinson
Partner
Sydney
29 August 2025
3P Learning Limited
Shareholder information
30 June 2025
The shareholder information set out below was applicable as at 28 July 2025.
Substantial shareholders
The number of substantial shareholders and their associates are set out below:
Shareholders
Number of
shares
% of total
shares
issued
Pascal Educational Services Pty Ltd ATF Blake Sandblom Trust
80,200,000
29.39
Pascal Educational Services Pty Ltd ATF BEL Unit Trust
12,787,000
4.69
KPIT Pty Ltd ATF KP Investment Trust
40,850,000
14.97
HSBC Custody Nominees (Australia) Limited
52,649,612
19.29
J P Morgan Nominees Australia Pty Limited
50,811,686
18.62
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary Shares
On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Options, performance and share appreciation rights
Options, performance and share appreciation rights carry no voting rights.
There are no other classes of equity securities.
Distribution of equity security holders
Analysis of number of equitable holders by size of holding:
Ordinary shares
Holding
Number of
holders
% of total
shares
issued
1 - 1,000
137,909
0.05
1,001 - 5,000
526,057
0.19
5,001 - 10,000
627,090
0.23
10,001 - 100,000
3,466,821
1.27
100,001 and over
268,148,645
98.26
272,906,522
100.00
There were 287 holders of less than a marketable parcel of ordinary shares.
125
3P Learning Limited
Shareholder information
30 June 2025
Equity security holders
20 largest quoted equity security holders
The names of the 20 largest security holders of quoted securities are listed below:
Ordinary shares
Number held
% of issued
shares
Pascal Educational Services Pty Ltd
80,200,000
29.39
HSBC Custody Nominees (Australia) Limited
52,649,612
19.29
J P Morgan Nominees Australia Pty Limited
50,811,686
18.62
KPIT Pty Ltd
40,850,000
14.97
Pascal Educational Services Pty Ltd
12,787,000
4.69
Mutual Trust Pty Ltd
11,818,178
4.33
Citicorp Nominees Pty Limited
9,080,671
3.33
BNP Paribas Nominees Pty Ltd
2,193,245
0.80
Blake Beckett Pty Ltd
2,000,000
0.73
Leopard Capital Pty Ltd
483,826
0.18
Mutual Appreciation Society Pty Limited
415,740
0.15
Leopard Capital Pty Ltd
404,920
0.15
Mantou Republic Pty Ltd
386,994
0.14
S D & M Software Pty Ltd
377,235
0.14
Allan Brackin Retirement Fund Pty Ltd
322,895
0.12
Bretton Pty Ltd
300,000
0.11
Mr Jonathan Claude Kenny
288,856
0.11
Mr Kei Yan Cheng
284,280
0.10
Nepean Superannuation Pty Ltd
254,584
0.09
Mr Sean Patrick Martin
218,000
0.08
266,127,722
97.52
Unquoted equity securities
Number on issue
Number of holders
Share appreciation rights
6,916,694
6
126
3P Learning Limited
Corporate directory
30 June 2025
Directors
Matthew Sandblom - Executive Chairman and Director
Allan Brackin - Non-Executive Director
Mark Lamont - Non-Executive Director
Katherine Ostin - Non-Executive Director
Craig Coleman - Non-Executive Director
Chief Executive Officer
Jose Palmero
Chief Financial Officer
Adam McArthur
Company secretary
Joyce Li
Registered office and principal
place of business
3P Learning Limited
655 Parramatta Road, Leichhardt
NSW 2040
Head office telephone: 1300 850 331
Share register
The Registrar
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
Share registry telephone: 1300 554 474
Auditor
KPMG
Level 38, Tower 3, 300 Barangaroo Avenue
Sydney NSW 2000
Stock exchange listing
3P Learning Limited shares are listed on the Australian Securities Exchange
(ASX code: 3PL)
Website
http://www.3plearning.com/
Corporate Governance
Statement
The directors and management are committed to conducting the business of 3P Learning
Limited in an ethical manner and in accordance with the highest standards of corporate
governance. 3P Learning Limited has adopted and has substantially complied with the
ASX Corporate Governance Principles and Recommendations (Fourth Edition)
("Recommendations") to the extent appropriate to the size and nature of its operations.
The Group’s Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and identifies and explains any
Recommendations that have not been followed, and ASX Appendix 4G are released to
the ASX on the same day the Annual Report is released. The Corporate Governance
Statement and Corporate Governance Compliance Manual can be found on the
company’s website at: http://www.3plearning.com/investors/governance/
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3P Learning Limited
www.3plearning.com
ABN 50 103 827 836
Tel. 1300 850 331
Email address: investors@3plearning.com
The award-winning team behind