OpenLearning Limited

Designing the future of education

OpenLearning Limited (ASX:OLL) 
Annual Report 2020

Contents

Performance Highlights 

Detailed Overview of OpenLearning  

Network Effect 

Partnerships 

Managing Director’s Report 

Chairman’s Report 

Directors’ Report 

Auditor’s Independence Declaration 

Consolidated Statement of Profit or Loss and  
Other Comprehensive Income  

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Consolidated Statement of Financial Position  

Consolidated Statement of Changes in Equity  

Consolidated Statement of Cash Flows  

Notes to the Financial Statements 

Directors’ Declaration 

Independent Auditor’s Report 

Shareholder Information 

Corporate Directory 

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The global,  
online learning  
partner

OpenLearning Limited is an education technology 
company that provides a scalable lifelong learning 
platform and learning design services to education 
providers; and a global marketplace of world-class 
short courses, micro-credentials and online degrees 
for learners. 

Built on proven learning sciences research  
and a social constructivist learning philosophy, 
OpenLearning goes beyond traditional instructivist 
approaches and static learning management 
systems to deliver authentic, active and connected 
learning experiences. 

Founded in 2012 in Sydney, OpenLearning’s vision  
is to improve access to quality education, promote 
lifelong learning, and future-proof the workforce by 
enabling education providers to design, deliver and 
sell transformative courses and degrees worldwide. 

OpenLearning expanded to Southeast Asia in 2015 
by establishing an office in Kuala Lumpur, Malaysia, 
and is now the leading platform for online higher 
education in Southeast Asia. 

Today, OpenLearning employs over 55 people 
globally across its offices in Sydney and Kuala 
Lumpur, with remote team members spread across 
the world to service its global client-base. 

OpenLearning is uniquely placed to be the partner 
of choice for education providers as they move 
online thanks to its innovative proprietary online 
learning platform, depth of expertise in education, 
established partnerships with leading universities 
and organisations, and a large and growing user-
base of lifelong learners. 

With more than 2.7 million learners worldwide, 
thousands of courses and partnerships with over  
167 education providers, OpenLearning is at the 
forefront of a new wave of education delivery.

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Performance  
Highlights

Strong growth in core business
OpenLearning delivered strong growth across its key metrics including 
software-as-a-service (SaaS) annualised recurring revenue (ARR), SaaS 
customers, gross sales, unique users and enrolments in FY20.

OpenLearning’s ARR grew to $1.35m in FY20, an increase of 42% and  
with a 10% increase in the final quarter of the year, which was driven by  
a substantial 169% Y-o-Y rise in SaaS clients to 167 education providers.  
Gross sales also increased significantly, rising by 48% Y-o-Y to $2.87m,  
with cash receipts from customers rising by 42% Y-o-Y to $3.18m.

4.41m

total enrolments  
as at end FY20, an  
increase of 74% Y-o-Y

42% 

Increase Y-o-Y in 
annualised recurring 
revenue (ARR)1 to 
$1.35m as at end FY20

48% 

Increase Y-o-Y in  
gross sales to  
$2.87m in FY20

(all financial amounts are in AUD unless otherwise stated)

1 

Annualised recurring SaaS revenue, calculated by utilising the generally accepted industry standard, which involves multiplying the monthly 
accrued SaaS revenue in the month at the end of the quarter by 12 (months). The ARR calculation does not take into account the future expiry 
of the term of any contract under which SaaS revenue is generated or any customer lost during the relevant month.

2

105net new platform  

SaaS clients added 
in FY20

169% 

Y-o-Y increase  
in Platform SaaS  
customers to 167  
as at end FY20

42% 

Y-o-Y increase in annual 
cash receipts from 
customers for FY20  
to $3.18m

56% 

Y-o-Y increase in Platform 
SaaS revenue to $1.13m 
making it the largest 
revenue stream in FY20

18% 

Y-o-Y increase in revenue to $1.89m  
(sales less revenue shared with education providers)

Business highlights
•  Signed transformative 5-year 

agreement to deliver the UNSW 
Transition Program Online for 
international students to gain 
entry into UNSW with the first 
intake commencing in March 2021

•  Signed 5-year agreement with 
UNSW and The University of 
Queensland to be the technology 
and operating partner of the 
Biomedical Education and Skills 
Training Network

•  Signed significant agreements 

•  Developed and launched 

with Open Universities Australia, 
the country’s largest higher 
education marketplace to  
support the development  
of micro-credentials by Australian 
universities

•  Entered strategic partnership  

and platform agreement with the 
Australian Catholic University

•  Entered strategic partnership  
and platform agreement with  
High Resolves to deliver their 
award-winning learning 
experiences in schools across 
Australia and the United States

OpenCreds, Australia’s first 
cross-sector micro-credential 
framework

• 

Implemented significant 
enhancements to the 
OpenLearning platforms to  
speed up customer onboarding, 
self-service course design, 
analytics, learner engagement  
and portfolios

•  Continued investment in revenue 
share opportunities to accelerate 
growth in FY21

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Detailed  
Overview of 
OpenLearning 

The OpenLearning platform has  
been built from the ground up on  
solid educational foundations since  
its inception. 

The goal is to provide a social learning 
environment in which students feel 
empowered, deep learning experiences 
are fostered, students are intrinsically 
motivated, and passionate communities 
of practice flourish through well-
designed constructive experiences.  
This has been realised with the latest 
social technology, and is designed for  
a global, connected society.

Additionally, OpenLearning is an 
innovator in the field, and extends 
existing educational theory to not  
only the platform mechanics, but  
by providing a launch pad for new 
academic research. We work with  
both educators and technologists  
in continual experiments with novel 
educational mechanics.

OpenLearning handles  
all aspects of delivering  
an online learning 
experience through its 
unique operating model 
that includes everything  
an education provider 
would need to launch an 
online education business: 

1.87mnew enrolments  

in courses in FY20

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1.  Scalable online learning 

2.  Learning services division 

3.  Global marketplace  

platform hosted in Australia 
and accessible worldwide, 
which enables end-to-end 
online education delivery for 
university degrees, micro-
credentials, vocational 
education and professional 
development to bridge  
skills gaps; 

comprised of learning designers 
(online learning specialists)  
who collaborate with subject 
matter experts to redesign  
courses and upskill staff  
at education providers to  
create high quality online 
courses; and 

for education where universities 
and education providers are 
able to promote their online 
courses or degrees to millions  
of learners worldwide. 

OpenLearning generates significant value for its partners across a range  
of use-cases and markets – solving some of the greatest challenges facing 
education providers:

•  Deliver their accredited and 

non-accredited courses online via 
its scalable cloud learning platform 
to domestic and international 
students, either fully online or 
blended;

•  Diversify their revenue streams 

through the delivery of university or 
higher education provider branded 
short courses and micro-credentials 
to bridge the skills gap for working 
professionals; 

•  Diversify their sources of 

international students by raising 
their brand awareness in Southeast 
Asia by leveraging OpenLearning’s 
database of 2.7m learners; 

•  Build a sustainable pipeline  
of international students by 
offering foundation and pathway 
programs online, offshore and 
in-country through partners; and

• 

Increase engagement  
of international students  
by offering large-scale language  
and enrichment courses to support 
students at both regional and  
urban higher education campuses.

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Network  
Effect

The OpenLearning platform primarily operates on a B2B2C model, 
whereby education providers are utilising the platform to deliver  
courses to learners. Depending on the goals of the education  
provider and the type of courses they offer, the Company may  
be able to promote the education providers courses to other  
learners on the OpenLearning platform. This produces  
a network effect, which is enabled by a number of  
key design decisions, including: 

1

2

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Single global cloud platform 
whereby all education providers 
and learners use the same instance 
of the platform; 

Maintaining a strong relationship  
with the end-consumer by ensuring 
that OpenLearning’s logo is visible 
on public courses; 

4

5

Every user, regardless of whether  
they arrive at the OpenLearning 
platform through the marketplace  
or via an institution portal, has a 
global account and control over 
their data;

Learners are able to browse  
the marketplace and opt-in to 
receive information about new 
courses; and 

Every user has a profile on the 
OpenLearning platform that 
automatically aggregates all of their 
evidence of learning into an online 
portfolio, as well as their badges, 
certificates and progress. 

6

LEARNERS OPT-IN

Student 
Acquisition

Direct to Student
(Customers promote courses  
to their learners)

OpenLearning Marketplace
(Courses promoted to  
existing user-base)

B2B SaaS 
Model

Corporate/Government
(annual fees based on # of learners)

Education Providers
(annual fees based on # of learners)

Industry-leading learning and capability

Education 
Expertise

200+ courses

CPD, Humanities & STEM

Multi-language

Universities & TVET

Courses & Degrees

Scalable education technology and online learning platform

DIY course creation

Collaboration

Course delivery

Learning analytics

Technology 
Platform

Certification

Portfolios

Badges

Gamification

Multi-currency

Constructivist pedagogy

Project-based learning

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Partnerships

Agreement with Open Universities Australia, the country’s largest 
higher education marketplace, to support the development and 
distribution of OpenCreds by Australian universities.

8

Strategic partnership and platform agreement with the 
Australian Catholic University to support the delivery 
of high quality lifelong learning.

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Strategic partnership with High Resolves to enable them to 
deliver their award-winning learning experiences in schools. 
Within a few months, High Resolves redesigned their remotely 
delivered experiences on OpenLearning and has achieved even 
higher net promoter scores than their in-person experiences.

10

Transformative agreement with UNSW Global to deliver  
the UNSW Transition Program Online, an innovative four-month 
program for international students to gain entry into UNSW,  
a world top 50 university.

Based on an established on-campus program, the UNSW  
Transition Program Online has been reimagined to leverage 
OpenLearning’s platform and social constructivist approach, 
combining activity-based learning, personalised coaching, 
portfolio-based assessment and interviews instead of exams  
to set a new benchmark in online education.

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Agreement with UNSW and The University of Queensland  
to be the technology and operating partner of the Biomedical 
Education and Skills Training Network, a not-for-profit network 
of academics and biomedical schools developing and sharing 
next-generation courseware and technology.

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Managing Director’s Report

Dear fellow shareholders,
The challenges faced by society in FY20 have  
accelerated adoption and acceptance of online  
education while revealing the deficiencies in existing 
systems and approaches. 

More than ever, OpenLearning’s technology and approach 
for delivering active learning and improving outcomes is 
solving some of the critical problems faced by higher 
education providers.

In FY20, OpenLearning’s team adapted to rapid changes in 
the education sector and economy, enabling the business 
to deliver growth across all key metrics and sign a number 
of transformative agreements.

As of the end of FY20, OpenLearning has had over 
4.4 million enrolments from 2.7 million registered learners 
across thousands of courses provided by 167 education 
providers, making it one of the world’s largest online 
education platforms. 

OpenLearning had cash and cash equivalents at end of 
$8.6m at 31 December 2020, ensuring that we are able to 
fully execute our growth strategy in FY21 and take advantage 
of the opportunities that present themselves as the world 
looks towards online education in the years to come. 

Strong growth in core business
OpenLearning delivered strong growth across its key metrics 
including SaaS annualised recurring revenue (ARR), SaaS 
customers, gross sales, unique users and enrolments in FY20. 

OpenLearning’s ARR grew to $1.35m in FY20, an increase  
of 42% and with a 10% increase in the final quarter of the 
year, which was driven by a substantial 169% Y-o-Y rise in 
SaaS clients to 167 education providers. Gross sales also 
increased significantly, rising by 48% Y-o-Y to $2.87m,  
with cash receipts from customers rising by 42% Y-o-Y to 
$3.18m. This acceleration in growth was a result of the  
shift to a software-as-a-service model and strategic 
university partnerships.

Following the Company’s transition to a SaaS business  
in the previous fiscal year, SaaS revenue grew strongly 
during FY20, increasing by 56% Y-o-Y to $1.13m, making  
it the Company largest revenue stream. Sales of online 
courses through OpenLearning’s platform grew 91%  
Y-o-Y to $1.12m, $0.98m of which was paid to education 
providers, an increase of 190% Y-o-Y. 

This demonstrates that the Company’s customers are 
generating new revenue from its platform in addition to 
delivering courses for their existing learners. After deducting 
revenue shared with education providers, the Company’s 
revenue grew by 18% to $1.89m. 

SaaS ARR (’000)

SaaS Revenue (’000)

1,500

1,200

900

600

300

0

$1,345

$944

$534

FY18

FY19

FY20

1,200

1,000

800

600

400

200

0

$1,127

$723

$379

FY18

FY19

FY20

Gross Sales (’000)

SaaS Customers

3,000

2,500

2,000

1,500

1,000

500

0

$2,868

$1,888

$1,941

FY18

FY19

FY20

200

150

100

50

0

167

62

23

FY18

FY19

FY20

Images 1 – 6: SaaS ARR (includes the OpenLearning platform and BEST Network), SaaS Revenue (Accrual basis), Group Gross Sales, SaaS Customers 
(paying >$500/year), Cumulative Unique Users, and Cumulative Enrolments by financial year.

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Managing Director’s Report (Continued)

Cumulative Unique Users (’000)

Cumulative Enrolments (’000)

3,000

2,500

2,000

1,500

1,000

500

0

2,730

1,735

1,341

FY18

FY19

FY20

5,000

4,000

3,000

2,000

1,000

0

4,410

2,540

1,817

FY18

FY19

FY20

Major partnerships to drive future growth
The past year saw an acceleration in the adoption of  
online learning and greater acceptance of online degrees, 
short courses and micro-credentials by both domestic  
and international students. OpenLearning has successfully 
positioned itself to capitalise on these tailwinds and  
signed a number of significant agreements with top  
tier organisations that are expected to drive future  
revenue growth. 

In Q4, OpenLearning signed a five-year license agreement 
with the University of New South Wales Global (UNSW 
Global) to design and deliver a new online Transition 
Program for international students. The Company expects 
to receive net revenue of between $6,000 and $9,000 for 
each student in the program after fees paid to UNSW 
Global and based on the estimated enrolment fee per 
student. The program’s first intake will commence in  
March 2021.

The Company signed a five-year agreement with the  
UNSW and The University of Queensland (UQ), which saw  
it become the technology and operating partner of the 
Biomedical Education Skills and Training (BEST) Network. 
The BEST Network is a member-based collaboration of  
five Australian universities and five international universities 
in addition to UNSW Sydney and UQ, who pay an annual 
membership fee, a portion of which will go to the Company, 
to participate in the network.

In Q3, OpenLearning signed agreements with Open 
Universities Australia (OUA). The agreements established 
three key initiatives that are designed to provide 
universities with a low-risk entry into the micro-credential 
market by leveraging OUA’s established marketplace and 
OpenLearning’s platform and services. To accelerate 
adoption, OpenLearning and OUA also launched a jointly 
funded grant program to develop up to 30 OpenCreds 
courses on a revenue share basis.

In Q2, the Company expanded its partnership with 
Australian Catholic University (ACU) by signing a 3-year 
Platform SaaS agreement. The agreement built upon  
an existing partnership formed in late 2019 when ACU 
became a cornerstone investor in the Company’s IPO  
with a $1 million investment. 

In Q2, the Company signed a platform and services 
agreement with Heriot-Watt University Malaysia, the 
Malaysian campus of Heriot-Watt University, one of the  
UK’s leading universities with five campuses and over 
29,000 students, to redesign the first semester of its 
Foundation Studies program. The program was designed 
and delivered on-time and on-budget, and was well 
received by students. 

In Q1, OpenLearning signed a usage-based SaaS 
agreement with global not-for-profit High Resolves, 
representing the Company’s first significant expansion  
into the K12 sector. During the year, High Resolves 
redesigned their most popular programs to be delivered 
via the OpenLearning platform and delivered them  
to thousands of students worldwide, receiving 
overwhelmingly positive feedback from students.

Development of OpenCreds and enhancements 
to OpenLearning’s platforms
In FY20, the Company launched OpenCreds, Australia’s  
first cross-sector micro-credentialing framework and 
subsequently launched a version for Malaysia later in the 
year. OpenCreds enables education providers to adapt to 
the fast-changing nature of work by providing a common 
structure through which they can deliver micro-credentials 
across higher education, vocational education, and industry. 

In July, the Company launched the OpenCreds Investment 
Fund to fund the development of OpenCreds on a revenue-
share basis, the initiative has signed up eight higher 
education providers to build 26 OpenCreds. 

14

Strong team and foundations
I would like to thank my fellow directors, chairman  
Kevin Barry, Professor Beverley Oliver, Spiro Pappas,  
David Buckingham and Maya Hari for their guidance  
and support over the past year.

I’m proud to work alongside our diverse team across 
Australia, Malaysia, Indonesia and beyond, as well as our 
highly regarded leadership team, including founder and 
CTO David Collien, Managing Director for Australia Cherie 
Diaz, Managing Director for Malaysia Sarveen Kandiah, 
CFO Huat Koh and Strategy Director Christina He. 

We’ve started 2021 well-funded and are on track to  
execute multiple strategic growth initiatives and key 
partnerships. In the near-term, we are preparing for the first 
intake of the UNSW Transition Program Online, investing  
in sales and marketing, implementing enhancements to  
our platform, and expanding the number of OpenCreds 
with our partners. 

In FY21, we hope to see our investments in recent 
partnerships lead to new revenue streams and the 
onboarding of more top tier organisations onto the 
OpenLearning platform. We look forward to the year  
ahead and we thank all our shareholders for their  
support in FY20.

Kind regards

Adam Brimo
Managing Director and Group CEO

The Company believes that OpenCreds has the potential  
to become an industry standard for the delivery of micro-
credentials in Australia and will result in more education 
providers subscribing to its platform.

Throughout FY20, OpenLearning also implemented 
significant enhancements to the OpenLearning platform to 
speed up customer onboarding, self-service course design, 
learning analytics, learner engagement and portfolios. 

Corporate
OpenLearning ended FY20 with a strong cash position  
of $8.60m, bolstered by successfully completing a $5.94m 
institutional placement in Q4. The Company is currently 
using the proceeds of the funding to deliver on 
partnerships and near-term growth initiatives. 

Specifically, proceeds from the placement are being 
directed towards:

•  The setup and delivery of the UNSW Global Transition 

Program Online, which is expected to provide a 
significant new revenue stream to the Company

•  The design and development of OpenCreds and 

qualifications on a revenue share basis

•  Strategic acquisition opportunities

•  Continued developments and enhancement  

of the OpenLearning platform

•  Working capital requirements

The Company made substantial progress towards  
the end of FY20 on these initiatives.

Critical importance of higher education to the 
Australian economy
Few industries are as critically important to Australia’s 
economy and our society as education. While technology  
is already transforming vast sections of our country, 
education providers have been slow to adapt – opting  
for incremental improvements as opposed to ground-
breaking transformation. 

This dynamic is beginning to change. Students and  
working professionals require news skills to adapt to new 
ways of working, they’re demanding short courses rather 
than multi-year degrees. It is becoming increasingly clear  
that higher education is moving and must move from a 
once-in-a-lifetime product to lifelong learning experience. 

The opportunity ahead of the Company is significant –  
in Australia, Malaysia, Southeast Asia and around the  
world as millions of people look to further their education 
online. Globally, there are only a handful of companies  
that are well placed to benefit from this once in a 
generation change and OpenLearning is leading the  
way. While significant change always takes time, the  
pace is definitely accelerating. 

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15

 
 
 
 
 
 
 
 
Chairman’s Report

Dear fellow shareholders,
I am delighted to present OpenLearning Limited’s Annual 
Report for the financial year ended 31 December 2020. 

The Company develops and operates an online education 
platform (Platform) on a software-as-a-service (SaaS) 
business model whose primary customers are education 
providers based in Australia and the South-East Asia,  
U.S. and the U.K. 

The Company successfully listed on the ASX in December 
2019 raising $8 million to fund growth opportunities, reward 
and incentivise senior management to drive the underlying 
growth of the business and to further develop the 
OpenLearning Platform. 

FY20 Year Results
In FY20, the Group continued its focus on growing SaaS 
fees and securing partnership agreements with top tier 
education providers by expanding its sales, partnerships 
and marketing teams, and investing in customer success, 
product development and OpenCreds, a cross-sector 
micro-credential framework. 

The advent of COVID-19 in early 2020, leading to imposition 
of stay-at-home measures, resulted in education providers 
placing emphasis on delivery of their courses online and 
greater students’ enrolment in online courses. The Group 
was well positioned to support education providers as they 
began to move online and was able to secure a number of 
new clients and long-term partnerships that have the 
potential to generate substantial new revenue.

The Group’s efforts, in combination with a renewed interest 
in online education, resulted in an increase in gross sales 
across the Group’s Platform SaaS fees which increased  
56% y-o-y and for Marketplace sales which increased  
91.3% y-o-y. For Marketplace, the Group transitioned  
from predominately a free platform and revenue share 
model to a subscription platform. However, this resulted  
in a reduction in gross margin for Marketplace comparing 
FY20 against FY19. 

The group achieved revenue growth of 17.8% to $1,888,636 
in FY20. Loss after tax for FY20 reduced by 27.1% y-o-y to 
$(5,624,265). 

Strategy
The Company’s strategy in FY20 was to grow high  
margin platform SaaS revenue by expanding its sales and 
marketing resources to acquire more clients from the higher 
education sector and increase usage of the platform by its 
existing clients. In FY20, platform SaaS revenue grew to 
become the Group’s largest source of revenue.

At the same time, the Company was able to secure a 
number of long-term strategic partnerships that leverage 
the Company’s education platform and expertise on a 
revenue share basis. 

The Company is investing in its online sales channel and 
website to acquire and onboard Platform SaaS clients 
online and through inside sales, which will enable it to 
service clients beyond its existing markets.

People
Our team in the Company is truly committed to bring  
our business strategy to fruition. On behalf of the Board,  
I would like to thank each and every one of our dedicated 
team members for their hard work and adaptability 
throughout the year in the face of the challenges brought 
about by COVID-19 around the world. 

Looking Ahead
As the world looks forward to a new normal as COVID-19  
is brought under control, the Company is well positioned  
to capitalise on the continued shift towards online 
education as well as a return to on-campus education 
through its university partnerships, including the UNSW 
Transition Program Online, which provides direct entry  
for international students into UNSW, a global top  
50 ranked university. 

Through the work that has been performed in FY20, the 
Board believes the Company is well positioned to grow  
and build up its position as one of the leading lifelong 
learning platforms and education technology companies  
in the market.

Despite the Group’s losses, cash and cash equivalents 
remained healthy at $8,595,069 as at 31 December 2020 
arising from a capital raising completed in November 2020.

Kevin Barry
Chairman

Net cash flows used in operating activities were $(4,988,848) 
in FY20 as the Group invested in establishing a number  
of strategic partnerships and programs in exchange for  
a share of future revenues from those initiatives. 

16

Financial  
Report

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17

 
 
 
 
 
 
 
 
Directors’ Report 

Auditor’s Independence Declaration 

Consolidated Statement of Profit or Loss and 
Other Comprehensive Income  

19

33

34

Consolidated Statement of Financial Position   35

Consolidated Statement of Changes in Equity   36

Consolidated Statement of Cash Flows  

Notes to the Financial Statements 

Directors’ Declaration 

Independent Auditor’s Report 

Shareholder Information 

Corporate Directory 

37

38

62

63

68

70

18

Directors’ Report

Your directors present their report on the Consolidated Entity (referred to herein as the Group) consisting  
of OpenLearning Limited and its controlled entities for the financial year ended 31 December 2020.

Directors 
The following persons were directors of OpenLearning Limited during or since the end of the financial year  
up to the date of this report:

Kevin Barry

Adam Brimo

Spiro Pappas

Non-Executive Chairman

Managing Director and Group CEO

Executive Director (re-designated from non-executive director on 30 June 2020)

David Buckingham

Non-Executive Director

Professor Beverley Oliver

Non-Executive Director

Maya Hari

Non-Executive Director

Particulars of each director’s experience and qualifications are set out later in this report.

Principal Activities
The principal activities of the Group during the financial year were:

•  providing a cloud-hosted social learning platform for delivering short courses, blended learning and online degrees;

•  providing learning design services; and 

•  promotion and sale of educational courses through a global marketplace.

Review of operations and financial position
Results for financial year 2020 (“FY2020”):

•  gross sales of $2,868,498, an increase of 47.8% year-on-year (“y-o-y”);

•  revenue of $1,888,636, an increase of 17.8% y-o-y; and

• 

loss after tax of $(5,624,265), a decline in losses of 27.1% y-o-y.

Revenue from ordinary activities

Revenue comprises of the following:

  Platform SaaS fees

  Marketplace sales

  Services sales

Gross sales

Less: Sharing of revenue with course creators

Revenue

2020

$

2019

$

1,888,636

1,602,613

1,127,453

1,121,159

619,886

2,868,498

(979,862)

1,888,636

722,525

585,928

632,309

1,940,762

(338,149)

1,602,613

INC/(DEC)

%

17.8

56.0

91.3

(2.0)

47.8

>100.0

17.8

The Group continued its focus on growing Platform SaaS fees and securing partnership agreements with top tier education 
providers in FY2020 by expanding its sales, partnerships and marketing teams, and investing in customer success, product 
development and OpenCreds, a cross-sector micro-credential framework. The advent of COVID-19 in early 2020, leading 
to imposition of stay-at-home measures, resulted in education providers placing emphasis on delivery of their courses 
online and greater students’ enrolment in online courses.

The Group’s efforts, in combination with a renewed interest in online education, resulted in an increase in gross sales 
across the Group’s Platform SaaS fees which increased 56.0% y-o-y and for Marketplace sales which increased 91.3% y-o-y. 
For Marketplace, the Group transitioned from predominately a free platform and revenue share model to a subscription-
based model in the previous FY2019 with the aim of increasing recurring revenue from its platform. However this resulted 
in a reduction in gross margin for Marketplace comparing FY2020 against FY2019. This strategy resulted in revenue growth 
of 17.8% y-o-y in FY2020 for the Group.

Loss after tax for FY2020 reduced by 27.1% y-o-y to $(5,624,265). Loss for the previous FY2019 was higher due mainly to 
incurrence of pre-IPO and IPO related expenses amounting to $3.1 million leading to the listing of the Company on the 
ASX in December 2019.

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19

 
 
 
 
 
 
 
 
Directors’ Report (Continued)

Despite the Group’s losses, cash and cash equivalents remained healthy at $8,595,069 as at 31 December 2020 arising from 
a capital raising completed in November 2020.

Significant changes in the state of affairs
The following significant changes in the state of affairs of the Group occurred during the financial year:

(i)  The holding company, OpenLearning Limited, issued 21,212,495 ordinary shares at $0.28 each to shareholders 

pursuant to a capital raising exercise completed in November 2020.

(ii)  The holding company issued 3,145,831 ordinary shares at $0.20 each pursuant to exercise of share options.

Events after the reporting period
No matters or circumstances have arisen since the end of the financial year that significantly affected or could significantly 
affect the operations of the Group in future financial years.

Future development, prospects and business strategies
The effects of COVID-19 in the past year resulted in increased adoption of online learning delivery by education providers, 
especially in the higher education sector and greater acceptance of online degrees, short courses and micro-credentials 
by students. The Group is well positioned to capitalise on these tailwinds and have secured a number of strategic partnerships 
that have the potential to generate significant revenue when commercial operations commence in FY2021. Among these 
strategic partnerships are:

•  an agreement with UNSW Global for the delivery of the UNSW Transition Program Online;

•  the launch of the OpenCreds Investment Fund and agreements with Open Universities Australia for the development  

of micro-credentials and short courses on revenue-share basis; and

•  an agreement with The University of Queensland and UNSW for the Biomedical Education Skills and Training Network.

The Group continues to implement significant enhancements to its platforms to speed up customer onboarding,  
self-service course design, learning analytics, learner engagement and portfolios. This will strengthen the appeal  
of the platforms and drive revenue growth.

Environmental issues
The Group’s operations are not regulated by any significant environmental regulations under the laws of the countries 
where the Group operates in.

Dividends
No dividends were paid or declared during or since the end of the financial year and there were no declared dividends 
unpaid at the date of this report.

Indemnification and insurance of directors and officers
During the year, the Group has paid a premium in respect of an insurance contract insuring all directors and officers  
of the Group against liabilities incurred in the capacity as a director or officer of the Group.

Indemnification and insurance of auditor
During the year, the Group has not indemnified or agreed to indemnify the auditor of the Company.

Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or 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 any part  
of those proceedings.

The Company was not a party to any such proceedings during the year.

Non-audit Services
The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general 
standard of independence for auditors imposed by the Corporations Act 2001. No other fees were paid or payable to the 
auditors for non-audit services performed during the year ended 31 December 2020.

20

Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 31 December 2020 has been received and can be found 
on page 33 of the financial report.

Options
At the date of this report, the unissued ordinary shares of OpenLearning Limited under option are as follows:

GRANT DATE

9 December 2019

9 December 2019

9 December 2019

DATE OF EXPIRY

9 December 2021

9 December 2022

9 December 2022

EXERCISE PRICE PER SHARE

NUMBER UNDER OPTION

$0.20

$0.20

$0.30

27,687,476

2,793,333

5,000,000

Option holders do not have any rights to participate in any issues of shares or other interests of the Company or any  
other entity.

For details of options issued to directors and executives as remuneration, refer to the remuneration report.

Other than the above, there have been no options granted over unissued shares or interests of any controlled entity within 
the Group during or since the end of the reporting period.

Performance rights
As at the date of this report there were 2,325,000 performance rights convertible to shares on 1:1 basis on issue  
(2019: 2,750,000).

Information Relating to Directors and Company Secretary

KEVIN BARRY

Qualifications

Experience

Interest in Shares  
and Options

Special Responsibilities

Directorships held in other 
listed entities during the 
three years prior to the 
current year

NON-EXECUTIVE CHAIRMAN

B.Comm, LLB

Kevin Barry is a director of TCAP Australia and Thakral Capital Holdings.  
His responsibilities include execution of investment opportunities, oversight and 
management of development projects, origination of senior construction and 
investment finance. Kevin is also the TCAP group representative director for the  
GemLife retirement business.

Kevin has over 24 years’ experience in law, property finance and funds management. 
Initially he started as a structured finance lawyer in Sydney with KPMG & Blake Dawson, 
and then London with Norton Rose. In 2001, he moved to investment banking at Zurich 
Capital Markets Asia where he was Senior Vice President responsible for the structuring 
and execution of their principal finance business. He subsequently managed CHOPIN 
structured finance business whose primary activities included originating fixed income 
products across various asset classes. Prior to joining the TCAP group, Kevin was 
involved in setting up the credit strategies funds management business at Pengana 
Capital. Since 2010, Kevin has been on the Board as Chairman of the ASX listed ICS 
Global Limited (ASX: ICS).

1,839,788 fully paid ordinary shares 

Options to acquire a further 1,534,225 ordinary shares

Member of Audit Committee and Remuneration Committee

Current director of ICS Global Limited (since 23 July 2010)

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21

 
 
 
 
 
 
 
 
Directors’ Report (Continued)

ADAM BRIMO

Qualifications

Experience

MANAGING DIRECTOR AND GROUP CEO

B.Eng (Software), B.Arts (Politics)

Adam Brimo is listed in the 2017 Forbes 30 Under 30 Asia for Consumer Technology,  
The Pearcey Foundation 2018 NSW Tech Entrepreneur Hall of Fame and is a recipient  
of the 2011 UNSW Alumni Graduand Award.

Adam previously worked at Macquarie Bank as a Software Engineer in the Fixed  
Income, Currencies and Commodities Group and at Westpac Institutional Bank  
as a Senior Software Engineer. 

In 2010-2011, Adam led the successful Vodafail consumer activist campaign, which 
resulted in nationwide media coverage, an ACMA inquiry and a $1bn network upgrade 
for Vodafone’s Australian business. Adam was named the Consumer Activist of the Year 
in 2011 by Choice Magazine for his transformative impact on the telecommunications 
sector in Australia.

In 2012, Adam joined UNSW Professor Richard Buckland and David Collien to found 
OpenLearning.com, a social learning platform. Since that time, over 2.7 million students 
have joined courses, including the first massive open online courses (MOOCs) from 
Australia and Malaysia.

Interest in Shares  
and Options

6,532,475 fully paid ordinary shares

Options to acquire a further 126,358 ordinary shares 

Performance rights to allow conversion to 1,000,000 ordinary shares

Special Responsibilities

Directorships held in other 
listed entities during the 
three years prior to the 
current year

Group CEO

None

SPIRO PAPPAS

Qualifications

Experience

EXECUTIVE DIRECTOR

B.Comm (Merit), AICD

Spiro Pappas is a business leader with over 30 years of experience predominantly in the 
financial services industry. 

Since leaving NAB in July 2018, Spiro has served on a number of boards. In addition to 
his role at Open Learning, Spiro is currently the Chairman of Atlas Iron, TCM Digital 
(Global Ecommerce Aggregator) and OpenInvest (Wealthtech) and ASX Listed Splitit 
(Payment Fintech – Spiro stepped down as Chair of Splitit in February 2021). Spiro is also 
a non-executive director of DataMesh Group (Payment Fintech).

At NAB, Spiro performed several leadership roles including Executive General Manager 
of Global Institutional Banking, CEO of Asia and Executive General Manager of 
International and Innovation. 

Prior to NAB, Spiro worked in Sydney, London and New York with Deutsche Bank and 
then over 11 years in London with ABN AMRO/RBS where he managed a number of 
global businesses including Debt Capital Markets, Client Coverage for Financial 
Institutions and Corporate Finance and Advisory. 

Spiro has also served on the Advisory Board of both the Australia China Business Council 
and the Australia Japan Business Cooperation Council and was a Board Member of the 
European Australian Business Council. 

Spiro was also a member of a taskforce advising the Federal Government on how to 
enable the SME sector for the digital age.

Interest in Shares  
and Options

3,679,091 fully paid ordinary shares 

Options to acquire a further 1,547,508 ordinary shares

Special Responsibilities

Member of Audit Committee

Directorships held in other 
listed entities during the 
three years prior to the 
current year

22

Current director of Splitit Payments Ltd (since 20 January 2019)

DAVID BUCKINGHAM

NON-EXECUTIVE DIRECTOR

Qualifications

Experience

Engineering Science B.Tech (Hons), ACA ICAEW, GAICD

David Buckingham is the non-executive Chairman of ASX-listed Pentanet Limited  
(ASX: 5GG) and a non-executive director of ASX-listed Nuheara Limited (ASX: NUH). 
David was previously the Group CEO and Managing Director of Navitas (ASX: NVT)  
from 2018-2019 and the CFO from 2016-2018. 

David has a diverse educational background and impressive career which he began  
in the United Kingdom with PricewaterhouseCoopers. He later moved into the 
telecommunications industry to which he devoted much of his career. He has worked  
for Telewest Global as the Group Treasurer and Director of Financial Planning, 
Virginmedia, as Finance Director Business Division and iiNet where he held the roles  
of Chief Financial Officer and Chief Executive Officer between 2008 and 2015.

Interest in Shares  
and Options

416,666 fully paid ordinary shares 

Options to acquire a further 1,416,666 ordinary shares 

Performance rights to allow conversion to 375,000 ordinary shares

Special Responsibilities

Member of Audit Committee

Directorships held in other 
listed entities during the 
three years prior to the 
current year

Current director of Pentanet Limited (since 9 September 2020) 
Current director of Nuheara Limited (since 1 November 2019) 
Navitas Limited (Appointed 1 July 2018; Resigned 5 July 2019)

PROFESSOR BEVERLEY OLIVER

NON-EXECUTIVE DIRECTOR

Qualifications

Experience

Interest in Shares  
and Options

BA (Hons), M.Phil PhD W.Aust, GradDipEd Murdoch, GAICD PFHEA

Emeritus Professor Beverley Oliver is an education change leader, a Principal Fellow  
of the Higher Education Academy, and an Australian National Teaching Fellow.  
She works as a higher education consultant and researcher in areas such as digital 
education, micro-credentials, curriculum transformation, quality assurance and graduate 
employability. She is the founder and editor of the Journal of Teaching and Learning  
for Graduate Employability.

Beverley was Deputy Vice-Chancellor Education at Deakin University (2013-2018),  
Deputy Chair of Universities Australia’s Deputy Vice-Chancellors (Academic) (2018)  
and Deputy Chair of the Board of EduGrowth, a not-for-profit entity and Australia’s 
acceleration network for high-growth, scalable, borderless education (2016-18).

Beverley’s leadership has been recognised through two national Citations for 
Outstanding Contributions to Student Learning and several nationally funded grants  
and two fellowships. In 2017, she was awarded Deakin University’s highest honour,  
the title of Alfred Deakin Professor, for her outstanding and sustained contribution  
to conceptualising the strategic enhancement of courses in the digital economy and 
furthering Deakin University’s research and scholarship in the field of higher education.

Options to acquire 1,000,000 ordinary shares

Special Responsibilities

Member of Remuneration Committee

Directorships held in other 
listed entities during the 
three years prior to the 
current year

None

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23

 
 
 
 
 
 
 
 
Directors’ Report (Continued)

MAYA HARI

Qualifications

Experience

NON-EXECUTIVE DIRECTOR

MBA, MS Engineering

Maya Hari is the VP & Managing Director, Asia Pacific at Twitter. Asia Pacific has been  
the growth engine for Twitter in recent years. Maya’s focus has been to fuel Twitter 
strategy and rapid growth in key markets such as China, India, Australia and Indonesia. 
Maya brings diverse business experience having led functions in Sales, Marketing & 
Product Management. She serves as a director of the following entities in Singapore:  
TIE Singapore (a Non-Profit focused on fuelling the entrepreneurial ecosystem),  
Aviva Singlife Holdings Pte Ltd, Aviva Ltd and Singapore Life Pte Ltd.

Prior to Twitter, Maya spent 16+ years in the digital media, mobile and eCommerce in 
the US and in Asia Pacific region for brands such as Google, Samsung, Microsoft & Cisco. 
She was also responsible for the digital transformation & re-engineering of media 
powerhouse Conde Nast in Asia – launching and bringing internet and mobile offerings 
for top tier publication titles such as Vogue, GQ and Condé Nast Traveller.

Interest in Shares  
and Options

Options to acquire 1,000,000 ordinary shares

Special Responsibilities

Member of Remuneration Committee

Directorships held in other 
listed entities during the 
three years prior to the 
current year

None

JUSTYN STEDWELL

COMPANY SECRETARY

Qualifications

Experience

Bachelor of Business and Commerce (Management and Economics) – Monash University, 
Graduate Diploma of Accounting – Deakin University, Graduate Diploma of Applied 
Corporate Governance – Governance Institute of Australia, Graduate Certificate of 
Applied Finance – Kaplan Professional

Company Secretary with over 13 years’ experience as a Company Secretary of ASX listed 
companies in various industries including IT and telecommunications, mining and 
exploration, biotechnology and agriculture.

Meetings of Directors
During the financial year, 12 meetings of directors (including committees of directors) were held. Attendances by each 
director during the year was as follows:

DIRECTORS’ MEETINGS

AUDIT COMMITTEE

REMUNERATION COMMITTEE

NUMBER 
ELIGIBLE TO 
ATTEND

NUMBER 
ATTENDED

NUMBER 
ELIGIBLE TO 
ATTEND

NUMBER 
ATTENDED

NUMBER 
ELIGIBLE TO 
ATTEND

NUMBER 
ATTENDED

Kevin Barry

Adam Brimo

Spiro Pappas

David Buckingham

Professor Beverley Oliver

Maya Hari

9

9

9

9

9

9

9

9

9

9

9

9

2

–

2

2

–

–

2

–

2

2

–

–

1

–

–

–

1

1

1

–

–

–

1

1

24

Remuneration Report
The Remuneration Report for Non-Executive Directors, Executive Directors and other Key Management Personnel have 
been prepared under the following main headings:

(i)  Remuneration policy

(ii)  Details of remuneration

(iii)  Service agreements

(iv)  Share-based remuneration

(v)  Other information

(i)  Remuneration Policy
The remuneration policy of the Group has been designed:

•  to align rewards to business outcomes that deliver value to shareholders

•  to create a high performance culture by setting challenging objectives and rewarding individuals based  

on performance targets met

•  to ensure remuneration is competitive in line with market to motivate and retain executive talent

The Board has established a Remuneration Committee which is responsible for determining and reviewing  
remuneration arrangements for the Directors and the executive team.

The remuneration structure adopted by the Group consists of the following components:

•  fixed remuneration being annual salary; and

•  short term incentives, being employee share schemes and bonuses for selected executives.

The payment of bonuses, share options, performance rights and other incentive payments are reviewed by the 
Remuneration Committee annually and a recommendation is put to the Board for approval. All bonuses, options, 
performance rights and incentives are linked to pre-determined performance criteria.

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Directors’ Report (Continued)

(ii)  Details of remuneration
The remuneration for key management personnel (KMP) of the Group during the year was as follows:

SHORT-TERM BENEFITS

POST-EMPLOYMENT 

EQUITY-SETTLED SHARE-

BENEFITS

LONG-TERM BENEFITS

BASED PAYMENTS

SALARY  
AND FEES

PROFIT SHARE 
AND BONUSES

NON-MONE-
TARY

LEAVE AND 
OTHER

OTHER

INCENTIVE 

PLANS

LSL

SHARES/

UNITS

OPTIONS/

RIGHTS

PAYMENTS

BENEFITS

TOTAL

CASH- 

SETTLED 

SHARE-

BASED 

TERMINA-

TION 

Executive Directors 
Adam Brimo

Spiro Pappas

Non-Executive Directors 
Kevin Barry

David Buckingham

Professor Beverley Oliver

Maya Hari

Other KMP 
Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

Total KMP 

$

$

2020

2019

2020 1

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020 2

2019

2020

2019

214,583

166,461

149,848

2,692

63,927

3,442

45,662

2,459

45,662

2,459

52,938

19,658

226,058

224,231

105,790

74,019

162,116

142,703

168,077

133,884

41,761

–

1,276,422

772,008

51,000

50,000

–

–

–

–

–

–

–

–

–

–

70,000

–

20,000

–

35,000

–

15,000

–

4,000

–

195,000

50,000

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

21,526

28,600

8,930

–

–

–

–

–

–

–

–

–

30,440

15,911

7,421

4,902

19,627

11,589

20,220

11,598

3,803

–

111,967

72,600

1.  Spiro Pappas was re-designated from Non-Executive to an Executive Director on 30 June 2020.

2.  Christina He – joined October 2020.

26

PENSION 

AND 

SUPERAN-

NUATION

20,385

23,281

12,652

6,073

327

4,338

234

4,338

234

$

–

–

–

21,455

22,813

12,858

10,221

15,401

14,658

15,967

13,821

3,967

–

117,434

85,589

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

191,667

31,632

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

31,632

31,632

31,632

31,632

27,714

27,714

27,714

27,714

20,786

131,642

158,160

191,667

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

307,494

268,342

171,430

225,991

70,000

35,401

50,000

34,325

50,000

34,325

52,938

51,290

375,667

262,955

173,783

89,142

259,858

168,950

246,978

159,303

74,317

–

1,832,465

1,330,024

(ii)  Details of remuneration

The remuneration for key management personnel (KMP) of the Group during the year was as follows:

SHORT-TERM BENEFITS

POST-EMPLOYMENT 
BENEFITS

LONG-TERM BENEFITS

EQUITY-SETTLED SHARE-
BASED PAYMENTS

Executive Directors 

Adam Brimo

Spiro Pappas

Non-Executive Directors 

Kevin Barry

David Buckingham

Professor Beverley Oliver

Maya Hari

Other KMP 

Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

Total KMP 

SALARY  

PROFIT SHARE 

NON-MONE-

LEAVE AND 

AND FEES

AND BONUSES

TARY

OTHER

$

214,583

166,461

149,848

2,692

63,927

3,442

45,662

2,459

45,662

2,459

52,938

19,658

226,058

224,231

105,790

74,019

162,116

142,703

168,077

133,884

41,761

–

2020

2019

2020 1

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

2020 2

2019

2020

2019

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

51,000

50,000

70,000

20,000

35,000

15,000

4,000

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

21,526

28,600

8,930

$

–

–

–

–

–

–

–

–

–

30,440

15,911

7,421

4,902

19,627

11,589

20,220

11,598

3,803

–

111,967

72,600

1.  Spiro Pappas was re-designated from Non-Executive to an Executive Director on 30 June 2020.

2.  Christina He – joined October 2020.

1,276,422

772,008

195,000

50,000

PENSION 
AND 
SUPERAN-
NUATION

$

20,385

23,281

12,652

–

6,073

327

4,338

234

4,338

234

–

–

21,455

22,813

12,858

10,221

15,401

14,658

15,967

13,821

3,967

–

117,434

85,589

OTHER

INCENTIVE 
PLANS

LSL

SHARES/
UNITS

OPTIONS/
RIGHTS

CASH- 
SETTLED 
SHARE-
BASED 
PAYMENTS

TERMINA-
TION 
BENEFITS

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

$

–

–

–

191,667

31,632

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

191,667

–

31,632

–

31,632

–

31,632

–

31,632

27,714

–

27,714

–

27,714

–

27,714

–

20,786

–

131,642

158,160

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

TOTAL

$

307,494

268,342

171,430

225,991

70,000

35,401

50,000

34,325

50,000

34,325

52,938

51,290

375,667

262,955

173,783

89,142

259,858

168,950

246,978

159,303

74,317

–

1,832,465

1,330,024

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27

 
 
 
 
 
 
 
 
Directors’ Report (Continued)

(iii)  Service agreements
Remuneration and other terms of employment for the Executive Directors and other key management personnel are 
formalised in a Service Agreement. The major provisions of the agreements relating to remuneration for the financial  
year are set out below:

(a)  Adam Brimo (Managing Director and Group CEO)
Adam’s base salary has been $200,000 per annum (plus superannuation) but was reviewed to $235,000 per annum (plus  
superannuation) from 1 August 2020. In addition to the base salary, Adam has been granted a cash bonus of $51,000  
based on meeting performance criteria. He is entitled to an incentive of 1,000,000 performance rights based on meeting 
an annual recurring revenue target for FY2021.

(b)  Spiro Pappas (Executive Director)
Spiro is paid a base salary of $150,000 (including superannuation) for his part-time role in a subsidiary company.  
In addition to the base salary, Spiro was paid director’s fees of $50,000 (including superannuation).

(c)  Cherie Diaz (Managing Director, Australia)
Cherie’s base salary has been $220,000 per annum (plus superannuation) but was reviewed to $235,000 per annum (plus 
superannuation) from 1 August 2020. In addition to the base salary, Cherie has been granted a cash bonus of $70,000 
based on meeting performance criteria. She is entitled to an incentive of 200,000 performance rights based on the 
Company’s volume weighted average share price target being met during the period of the rights.

(d)  Sarveen Kandiah (Managing Director, Malaysia)
Sarveen’s base salary has been MYR300,000 per annum but was reviewed to MYR330,000 per annum from 1 August 2020. 
In addition to the base salary, Sarveen has been granted a cash bonus of $20,000 based on meeting performance criteria. 
He is entitled to an incentive of 200,000 performance rights based on the Company’s volume weighted average share price 
target being met during the period of the rights.

(e)  David Collien
David’s base salary has been $150,000 per annum (plus superannuation) but was reviewed to $180,000 per annum (plus 
superannuation) from 1 August 2020. David has been granted a cash bonus of $35,000 based on meeting performance 
criteria. He is entitled to an incentive of 200,000 performance rights based on the Company’s volume weighted average 
share price target being met during the period of the rights.

(f)  Huat Koh
Huat’s base salary has been $160,000 per annum (plus superannuation) but was reviewed to $180,000 per annum (plus 
superannuation) from 1 August 2020. Huat has been granted a cash bonus of $15,000 based on meeting performance 
criteria. He is entitled to an incentive of 200,000 performance rights based on the Company’s volume weighted average 
share price target being met during the period of the rights.

(g)  Christina He
Christina is paid a base salary of $175,000 per annum (plus superannuation) and has been granted a cash bonus  
of $4,000 based on meeting performance criteria. She is entitled to an incentive of 150,000 performance rights  
based on the Company’s volume weighted average share price target being met during the period of the rights.

All the above service agreements otherwise contain customary terms for an agreement of such nature, including  
in relation to intellectual property being the property of the Group, restraint of trade and confidentially. The service 
agreements stipulate a range of two to three-month resignation periods.

28

(iv)  Share-based remuneration
Options
All options refer to options over ordinary shares of the Company, which are exercisable on a one-for-one basis under  
the terms of the agreements.

5,000,000 options were granted to the Directors as disclosed in the table below in FY2019, with the following key conditions:

•  amount payable upon exercise of each option is $0.30

•  option will expire three (3) years following their date of issue

•  an option not exercised before the expiry date will automatically lapse on the expiry date. 

Performance rights
The following performance rights were granted to Directors and other key management personnel:

(a)  2,750,000 performance rights were issued to 2 directors, Adam Brimo and David Buckingham, in FY2019. These 
performance rights shall vest (following which the holder of the performance rights may elect to convert the 
performance rights into ordinary shares of the Company) upon satisfaction of the following milestones:

 – 50% of the performance rights held by each holder will vest in the event that the annual recurring revenue of the 

Group is equal to or greater than $4,000,000 as at 31 December 2020; and

 – 50% of the performance rights held by each holder will vest in the event that the annual recurring revenue of the 

Group is equal to or greater than $8,000,000 as at 31 December 2021,

and the relevant annual recurring revenue being confirmed by the signed attestation of a registered company auditor 
or is properly included in the Company’s audited financial statements.

1,375,000 of these performance rights lapsed as at the end of the financial year.

(b)  950,000 performance rights were issued during the financial year to the key management personnel comprising  
of Cherie Diaz, David Collien, Sarveen Kandiah, Huat Koh and Christina He, as disclosed in the table below.

These performance rights shall vest over 3 years with 1/3 vesting annually on the condition that the Company’s  
volume weighted average share price over any 30 consecutive trading days is equal to or higher than 55 cents.

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29

 
 
 
 
 
 
 
 
 
 
 
Directors’ Report (Continued)

Options and rights granted as remuneration

GRANT DETAILS

EXERCISED

LAPSED

BALANCE AT 
BEGINNING 
OF YEAR

ISSUE DATE

NO.

VALUE

NO.

VALUE

NO.

BALANCE AT 
END OF 
YEAR

NO.

–

–

–

–

–

–

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

5,000,000

(1,000,000)

1,000,000

(375,000)

375,000

(1,375,000)

1,375,000

–

–

–

–

–

–

200,000

200,000

200,000

200,000

150,000

950,000

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Directors
Options

Kevin Barry

1,000,000

9/12/2019

1,000,000

1,000,000

9/12/2019

1,000,000

$

(NOTE 1)

31,632

31,632

1,000,000

9/12/2109

1,000,000

31,632

1,000,000

9/12/2019

1,000,000

31,632

1,000,000

9/12/2019

1,000,000

31,632

5,000,000

5,000,000

158,160

Adam Brimo

2,000,000

9/12/2019

2,000,000

750,000

9/12/2019

750,000

2,750,000

2,750,000

–

–

–

–

–

–

–

–

–

1/10/2020

1/10/2020

200,000

200,000

27,714

27,714

1/10/2020

200,000

27,714

1/10/2020

1/10/2020

200,000

150,000

27,714

20,786

950,000

131,642

Spiro 
Pappas

David 
Buckingham

Professor 
Beverley 
Oliver

Maya Hari

Performance 
rights

David 
Buckingham

Other KMP
Performance 
rights

Cherie Diaz

Sarveen 
Kandiah

David 
Collien

Huat Koh

Christina He

30

VESTED

UNVESTED

BALANCE AT 
END OF YEAR

EXERCISABLE UNEXERCISABLE

TOTAL AT END 
OF YEAR

TOTAL AT END 
OF YEAR

NO.

NO.

Directors
Options

Kevin Barry

Spiro Pappas

David Buckingham

Professor Beverley Oliver

Maya Hari

Performance rights

Adam Brimo

David Buckingham

Other KMP
Performance rights

Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

NO.

NO.

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

5,000,000

1,000,000

375,000

1,375,000

200,000

200,000

200,000

200,000

150,000

950,000

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

NO.

(NOTE 2)

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

5,000,000

5,000,000

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

1,000,000

375,000

1,375,000

200,000

200,000

200,000

200,000

150,000

950,000

Note 1  The fair value of options granted to Directors and performance rights granted to Other KMP as remuneration as shown 
in the above table has been determined in accordance with Australian Accounting Standards and will be recognised as 
an expense over the relevant vesting period to the extent that conditions necessary for vesting are satisfied.

The performance rights issued to Directors are subject to non-market vesting conditions, accordingly no value has been 
recognised as the Company have not assessed that the condition is likely to be met at this point and will be reassessed 
at future reporting dates.

Note 2  The exercise period for the vested options is subject to escrow period imposed by the ASX.

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31

 
 
 
 
 
 
 
 
 
Directors’ Report (Continued)

Description of Options/Rights Issued as Remuneration
Details of the options and performance rights granted as remuneration to those KMP listed in the previous table are  
as follows:

GRANT DATE

ISSUER

9 December 2019 Company

9 December 2019 Company

1 October 2020

Company

ENTITLEMENT 
ON EXERCISE

DATES EXERCISABLE

5,000,000 
ordinary shares

Within 3 years following  
grant date

1,375,000 
ordinary shares

950,000 
ordinary shares

Following satisfaction of 
revenue milestones and within 
5 years following grant date

Within 3 years on the condition 
that the Company’s volume 
weighted average share price 
over any 30 consecutive trading 
days is higher than 55 cents

VALUE PER 
OPTION AT 
GRANT 
DATE  
$
0.032 1

AMOUNT 
PAID/ 
PAYABLE BY 
RECIPIENT  
$

1,500,000

EXERCISE 
PRICE  
$

0.30

–

–

– 2

0.139 1

–

–

1.  Option and performance right values at grant date were determined using the Black-Scholes method.

2.  No value has been recognised for the performance rights granted on 9/12/2019. An assessment of the performance  

criteria was carried out and the criteria were not met.

(v)  Other information
The number of ordinary shares in the Company during the year held by each of the Group’s key management personnel, 
including their related parties, is set out below:

Adam Brimo

Kevin Barry

Spiro Pappas

David Buckingham

Professor Beverley Oliver

Maya Hari

Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

Total

BALANCE  
AT BEGINNING 
OF YEAR

GRANTED AS 
REMUNERA-
TION DURING 
THE YEAR

ISSUED ON 
EXERCISE OF 
OPTIONS 
DURING THE 
YEAR

OTHER 
CHANGES 
DURING  
THE YEAR 

BALANCE AT 
END OF YEAR

6,532,475

1,839,788

3,679,091

416,666

–

–

504,209

177,945

3,556,743

152,523

–

16,859,440

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

6,532,475

1,839,788

3,679,091

416,666

–

–

504,209

177,945

3,556,743

152,523

–

16,859,440

There were no other transactions conducted between the Group and KMP or their related parties, apart from those 
disclosed above relating to equity and compensation, that were conducted other than in accordance with normal 
employee, customer or supplier relationships on terms no more favourable than those reasonably expected under  
arm’s length dealings with unrelated persons.

This directors’ report, incorporating the remuneration report, is signed in accordance with a resolution of the Board  
of Directors.

Kevin Barry 
Chairman 
Dated: 26 March 2021

32

Auditor’s Independence Declaration

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33

 
 
 
 
 
 
 
 
Consolidated Statement of Profit or 
Loss and Other Comprehensive Income 

For the financial year ended 31 December 2020

Revenue

Other income

Items of expense
  Web-hosting and other direct costs

  Employee benefits expense 

  Depreciation and amortisation

  Promotional and advertising

  Professional services

  General and administrative costs

  Pre-IPO and IPO-related costs

Finance income

Finance expenses

Loss before tax
Income tax

Loss for the year

Other comprehensive income:
Item that may be reclassified subsequently to profit or loss: 

Exchange differences on translating foreign operations

Total comprehensive loss for the year

Loss for the year attributable to:
Owners of the Company

Total comprehensive loss attributable to:
Owners of the Company

Losses per share attributable to owners of the Company
Basic losses per share (cents)

Diluted losses per share (cents)

This statement should be read in conjunction with the notes to the financial statements.

NOTE

2020

$

3

4

1,888,636

108,605

(590,852)

(4,703,663)

(253,569)

(370,417)

(985,211)

(756,529)

–

(5,663,000)

56,279

(17,544)

2019

$

1,602,613

18,638

(394,814)

(4,602,273)

(62,859)

(121,114)

(242,663)

(822,856)

(3,070,710)

(7,696,038)

7,131

(31,044)

5

6

9

9

(5,624,265)

(7,719,951)

–

–

(5,624,265)

(7,719,951)

(21,889)

(5,646,154)

(4,122)

(7,724,073)

(5,624,265)

(7,719,951)

(5,646,154)

(7,724,073)

(3.90)

(3.75)

(5.53)

(5.53)

34

Consolidated Statement of  
Financial Position 

As at 31 December 2020

ASSETS

Current assets
Trade and other receivables

Prepayments

Cash and cash equivalents

Non-current assets
Furniture, fittings and equipment

Intangible assets

Right-of-use assets

Total assets

LIABILITIES

Current liabilities
Trade and other payables

Provisions

Lease liabilities

Borrowing

Deferred revenue

Net current assets

Non-current liabilities
Lease liabilities

Other payables

Total liabilities

Net assets

EQUITY

Equity attributable to the owners of the Company
Share capital

Accumulated losses

Reserves

Total equity

This statement should be read in conjunction with the notes to the financial statements.

NOTE

2020

$

2019

$

10

11

12

13

14

15

16

17

15

18

19

373,406

279,718

8,595,069

9,248,193

54,834

531,891

283,561

870,286

551,580

226,576

7,740,768

8,518,924

62,392

453,341

349,405

865,138

10,118,479

9,384,062

958,211

224,333

192,831

–

643,021

2,018,396

7,229,797

128,934

–

128,934

2,147,330

7,971,149

793,582

143,650

132,191

17,727

572,737

1,659,887

6,859,037

250,884

199,927

450,811

2,110,698

7,273,364

29,595,431

(25,037,705)

3,413,423

7,971,149

23,233,194

(19,413,440)

3,453,610

7,273,364

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35

 
 
 
 
 
 
 
 
Consolidated Statement of  
Changes in Equity 

For the financial year ended 31 December 2020

SHARE CAPITAL 
(NOTE 18)

RESERVES 
(NOTE 19)

ACCUMULATED 
LOSSES

$

$

$

TOTAL

$

Opening balance at 1 January 2020

23,233,194

3,453,610

(19,413,440)

7,273,364

Loss for the year
Other comprehensive income

Foreign currency translation, representing total  
other comprehensive loss for the year

Total comprehensive loss for the year

–

–

–

–

(5,624,265)

(5,624,265)

(21,889)

–

(21,889)

(21,889)

(5,624,265)

(5,646,154)

Issuance of ordinary shares:

  new ordinary shares

  exercise of share options

Equity issuance costs

Fair value adjustment on shares issued

Share-based payment

5,939,499

629,166

(356,369)

149,941

–

–

–

–

(149,941)

131,643

–

–

–

–

–

5,939,499

629,166

(356,369)

–

131,643

Closing balance at 31 December 2020

29,595,431

3,413,423

(25,037,705)

7,971,149

Opening balance at 1 January 2019

12,937,238

15,841

(11,693,489)

1,259,590

SHARE CAPITAL 
(NOTE 18)

RESERVES 
(NOTE 19)

ACCUMULATED 
LOSSES

$

$

$

TOTAL

$

Loss for the year
Other comprehensive income

Foreign currency translation, representing  
total other comprehensive loss for the year

Total comprehensive loss for the year

Conversion of convertible preference shares

Valuation of employee share plan

Exercise of employee share plan

Issuance of ordinary shares:

  pursuant to conversion of convertible notes

issuance to advisors and a director

  pursuant to initial public offering of shares

Equity issuance costs

Fair value adjustment on shares issued

Valuation of options issued

–

–

–

9

824,606

96,863

3,700,000

766,667

8,000,000

(1,441,712)

(1,650,477)

–

–

(7,719,951)

(7,719,951)

(4,122)

–

(4,122)

(4,122)

(7,719,951)

(7,724,073)

–

–

–

–

–

–

–

1,650,477

1,791,414

–

–

–

–

–

–

–

–

–

9

824,606

96,863

3,700,000

766,667

8,000,000

(1,441,712)

–

1,791,414

Closing balance at 31 December 2019

23,233,194

3,453,610

(19,413,440)

7,273,364

This statement should be read in conjunction with the notes to the financial statements.

36

 
Consolidated Statement of Cash Flows 

For the financial year ended 31 December 2020

Operating activities
Receipts from customers

Payments to suppliers and employees

Proceeds from other income

Net cash flows used in operating activities

Investing activities
Purchase of furniture, fittings and equipment, net of disposal

Purchase of intangible assets

Net cash flows used in investing activities

Financing activities
Proceeds from issuance of equity shares

Proceeds from exercise of share options

Proceeds from issuance of convertible notes

Proceeds from exercise of employee share options

Repayment of lease liabilities

Proceeds from/(repayment of) borrowing

Payments for pre-IPO and IPO costs

Share issue expenses

Net cash flows generated from financing activities

Net increase in cash and cash equivalents

Effect of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year 

11

This statement should be read in conjunction with the notes to the financial statements.

NOTE

2020

$

2019

$

3,183,122

(8,280,575)

108,605

2,242,609

(6,135,369)

18,638

23

(4,988,848)

(3,874,122)

(9,916)

(147,990)

(157,906)

(45,589)

(101,691)

(147,280)

5,939,499

629,166

–

–

(168,431)

(17,727)

–

(356,369)

6,026,138

879,384

(25,083)

7,740,768

8,595,069

8,000,000

–

3,700,000

96,863

–

17,727

(618,334)

(511,401)

10,684,855

6,663,453

583

1,076,732

7,740,768

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37

 
 
 
 
 
 
 
 
Notes to the Financial Statements

31 December 2020

The consolidated financial statements and notes represent those of OpenLearning Limited and its Controlled Entities  
(the Group).

The separate financial statements of the Parent Entity, OpenLearning Limited, have not been presented within this 
financial report as permitted by the Corporations Act 2001.

The financial statements were authorised for issue on 26 March 2021 by the directors of the Company.

1.  Summary of significant accounting policies
1.1  Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001, 
Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in compliance  
with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group  
is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies 
adopted in the preparation of these financial statements are presented below and have been consistently applied unless 
stated otherwise.

Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on 
historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial 
assets and financial liabilities.

1.2  Going concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal 
business activity and the realisation and settlement of liabilities in the ordinary course of business.

The Group incurred a net loss of $5,624,265 (2019: $7,719,951) and net operating cash outflows of $4,988,848 (2019: $3,874,122) 
for the financial year ended 31 December 2020. As at 31 December 2020, the Group had accumulated losses of $25,037,705 
(31 December 2019: $19,413,440).

The Group has prepared a budget for the financial year ending 31 December 2021. The cashflow estimation derived from 
the Group’s budget and the existing rate of cash outflows from operations indicate the ability of the Group to continue as 
a going concern for a period of at least 12 months from the date this financial report was authorised for issue. Management 
have a number of on-going initiatives which potentially will improve the Group’s cashflow generation beyond this period  
of 12 months, some of which have been announced relating to the development of the UNSW Transition Program Online 
and the development of micro-credentials and short courses. The key assumptions of this assessment are based on the 
inflow of funds from the capital raising completed in November 2020, on-going sales collection, potential revenue from 
new ventures pertaining to the UNSW Transition Program Online and development of micro-credentials and short courses 
and conscientious monitoring of working capital needs.

The financial statements have therefore been prepared on a going concern basis for the above reasons.

1.3  Principles of consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the Parent (OpenLearning Limited) 
and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls 
an entity when it 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 over the entity. A list of the subsidiaries is provided in Note 21.

Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully 
eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where 
necessary to ensure uniformity of the accounting policies adopted by the Group.

Where applicable, equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as 
“non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests  
in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value  
or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, 
non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. 
Non-controlling interests are shown separately within the equity section of the statement of financial position and 
statement of comprehensive income.

The consolidated financial statements of the Group have been prepared in accordance with the pooling of interest method 
as the Group is a continuation of the existing business of OpenLearning Global Pte Ltd and its subsidiaries. The assets  
and liabilities of the combining entities are reflected at their carrying amounts as reported in the consolidated financial 
statements. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity 
as a common control reserve. The consolidated income statements and consolidated statements of comprehensive income 
reflect the results of the combining entities for the entire periods under review, irrespective of when the combination took 
place. Apart from the above, subsidiaries are consolidated from the date of acquisition, being the date on which the 
Group obtains control, and continue to be consolidated until the date that such control ceases.

38

1.4  Functional and presentation currency
The functional currency of each of the Group’s entities is the currency of the primary economic environment in which  
that entity operates. The consolidated financial statements are presented in Australian dollars, which is the Parent Entity’s  
functional currency.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date  
of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items 
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary  
items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in profit or loss, except exchange 
differences that arise from net investment hedges.

Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive 
income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the 
exchange difference is recognised in profit or loss.

Group companies
The financial results and position of foreign operations, whose functional currency is different from the Group’s 
presentation currency, are translated as follows:

•  assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;

• 

income and expenses are translated at exchange rates on the date of transaction; and

•  all resulting exchange differences are recognised in other comprehensive income.

Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars 
are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement  
of financial position and allocated to non-controlling interest where relevant. The cumulative amount of these differences 
is reclassified into profit or loss in the period in which the operation is disposed of.

1.5  Furniture, fittings and equipment
All items of furniture, fittings and equipment are initially recorded at cost. Subsequent to recognition, furniture, fittings  
and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:

Computer

Office equipment

Leasehold improvement

60 months

60 months

60 months

The carrying values of furniture, fittings and equipment are reviewed for impairment when events or changes  
in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, 
if appropriate.

An item of furniture, fittings and equipment is derecognised upon disposal or when no future economic benefits are 
expected from its use or disposal. Any gain or loss on de-recognition of the asset is included in profit or loss in the year 
the asset is derecognised.

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39

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

Intangible assets

1.  Summary of significant accounting policies (continued)
1.6 
Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible assets are carried 
at cost and where applicable, less any accumulated amortisation and/or any accumulated impairment losses. Internally 
generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected  
in profit or loss in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever 
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are 
reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption 
of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as 
appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently 
if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating 
unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life  
is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change  
in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal 
proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.

(i)  Domain names and trademarks
Domain names and trademarks are recognised at cost of acquisition. They are considered to have an infinite life and are 
carried at cost less any impairment losses.

(ii)  Learning platform software
Learning platform software is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and 
any impairment losses. Software has an estimated useful life of ten years. Any costs incurred to improve the software after 
acquisition is expensed to the profit or loss. It is assessed annually for impairment.

(iii)  Course design
Course design is costs expended:

•  to develop the study courses for the UNSW Transition Program Online, a direct entry program for students to enter 

UNSW; and

•  to develop the OpenCreds’ micro-credential courses with interested course creators, including cash grants given  

to the course creators to initiate the development of the courses.

The costs incurred are capitalised up to the stage when the study courses are ready for commercial use. They have a finite 
life and are carried at cost less accumulated amortisation and any impairment losses. The estimated useful life is based on 
the period of contracts.

Impairment of non-financial assets

1.7 
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any  
indication exists, or when an annual impairment testing for an asset is required, the Group makes an estimate  
of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and  
its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely 
independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-generating 
unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. 

Impairment losses of continuing operations are recognised in profit or loss, except for assets that are previously revalued 
where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other 
comprehensive income up to the amount of any previous revaluation. 

A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine 
the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of 
the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been 
determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit 
or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.

40

1.8  Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions  
of the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase  
or the sale of the asset (i.e. trade date accounting is adopted). 

Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where 
the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or 
loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, 
valuation techniques are adopted. 

Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant 
financing component or if the practical expedient was applied as specified in paragraph 63 of AASB 15: Revenue from 
Contracts with Customers.

Classification and subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest 
method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense to profit  
or loss over the relevant period. 

The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly 
discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at  
initial recognition. 

Financial assets 
Financial assets are subsequently measured at: 

•  amortised cost; 

•  fair value through other comprehensive income; or 

•  fair value through profit or loss. 

Measurement is on the basis of two primary criteria: 

•  the contractual cash flow characteristics of the financial asset; and 

•  the business model for managing the financial assets. 

A financial asset that meets the following conditions is subsequently measured at amortised cost: 

•  the financial asset is managed solely to collect contractual cash flows; and 

•  the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest 

on the principal amount outstanding on specified dates. 

A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive 
income: 

•  the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest 

on the principal amount outstanding on specified dates; and 

•  the business model for managing the financial asset comprises both contractual cash flows collection and the selling  

of the financial asset.

By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through 
other comprehensive income are subsequently measured at fair value through profit or loss. 

Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement  
of financial position. 

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41

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

1.  Summary of significant accounting policies (continued)
1.8  Financial instruments (continued)
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or 
expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial 
modification to the terms of a financial liability, is treated as an extinguishment of the existing liability and recognition  
of a new financial liability. 

The difference between the carrying amount of the financial liability derecognised and the consideration paid and 
payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Derecognition of financial assets
A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred  
in such a way that all the risks and rewards of ownership are substantially transferred. 

All the following criteria need to be satisfied for the derecognition of a financial asset: 

•  the right to receive cash flows from the asset has expired or been transferred; 

•  all risk and rewards of ownership of the asset have been substantially transferred; and 

•  the Group no longer controls the asset (ie it has no practical ability to make unilateral decisions to sell the asset  

to a third party). 

•  On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying  

amount and the sum of the consideration received and receivable is recognised in profit or loss. 

Impairment 

1.9 
The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised  
cost or fair value through other comprehensive income.

Loss allowance is not recognised for: 

•  financial assets measured at fair value through profit or loss; or 

•  equity instruments measured at fair value through other comprehensive income. 

Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. 
A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, 
all discounted at the original effective interest rate of the financial instrument. 

The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments: 

•  the general approach; and

•  the simplified approach;

General approach
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are  
credit-impaired, and: 

• 

• 

if the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures  
the loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; and 

if there has been no significant increase in credit risk since initial recognition, the Group measures the loss allowance  
for that financial instrument at an amount equal to 12-month expected credit losses. 

Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires 
the recognition of lifetime expected credit loss at all times. 

This approach is applicable to: 

•  trade receivables or contract assets that result from transactions that are within the scope of AASB 15: Revenue from 

Contracts with Customers, and which do not contain a significant financing component; and 

• 

lease receivables. 

• 

In measuring the expected credit loss, a provision matrix for trade receivables is used, taking into consideration various 
data to get to an expected credit loss (ie diversity of its customer base, appropriate groupings of its historical loss 
experience, etc). 

42

Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the 
statement of profit or loss and other comprehensive income. 

The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset.

Assets measured at fair value through other comprehensive income are recognised at fair value with changes in fair  
value recognised in other comprehensive income. The amount in relation to change in credit risk is transferred from  
other comprehensive income to profit or loss at every reporting period.

1.10  Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and with online payment providers, cash on hand and short-term deposits 
that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. 

1.11  Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which  
it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the 
reporting period.

1.12  Employee benefits 
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits 
(other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual 
reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term 
employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as part  
of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual 
leave entitlements are recognised as provisions in the statement of financial position.

Defined contribution benefits
All employees of the Group receive defined contribution entitlements, for which the Group pays fixed contribution to the 
employee’s superannuation fund of choice for the employees in Australia and to a state pension fund for the employees in 
Malaysia. All contributions in respect of employees’ defined contribution entitlements are recognised as an expense when 
they become payable. The Group’s obligation with respect to employees’ defined contribution entitlements is limited to 
its obligation for any unpaid contributions at the end of the reporting period. All obligations for unpaid contributions are 
measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as current 
liabilities in the Group’s statement of financial position.

Termination benefits
When applicable, the Group recognises a liability and expense for termination benefits at the earlier of:

•  the date when the Group can no longer withdraw the offer for termination benefits; and

•  when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities  

and Contingent Assets and the costs include termination benefits.

In either case, unless the number of employees affected is known, the obligation for termination benefits is measured  
on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled 
wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the 
(undiscounted) amounts expected to be paid.

Equity-settled compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair 
value of the instruments at grant date and amortised over the vesting periods. The fair value of options is determined 
using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted  
at the end of each reporting period such that the amount recognised for services received as consideration for the  
equity instruments granted is based on the number of equity instruments that eventually vest.

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43

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

1.  Summary of significant accounting policies (continued)
1.13  Revenue 
Revenue arises from Platform SaaS fees, Marketplace sales and Services sales.

To determine recognition of revenue, the Group: (i) identifies the contract with a customer, (ii) identifies the performance 
obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance 
obligations and (v) recognises revenue when or as each performance obligation is satisfied.

Revenue is recognised either at a point in time or over time, when or as the Group satisfies performance obligations  
by transferring the promised goods or services to its customers.

(a)  Platform SaaS fees
Revenue from platform SaaS subscription fees is recognised over the period during which customers are granted access  
to the platform.

(b)  Marketplace sales
Revenue from marketplace sales is recognised when customers subscribe for the courses and the course is delivered.  
For courses sold on behalf of third parties, revenue is recognised based on revenue sharing arrangements.

(c)  Services sales
Revenue from the provision of services is recognised over time reflecting the progress for the completion of a performance 
obligation for which the Group has an enforceable right to payment.

Platform SaaS fees and Services sold to customers in advance, which are yet to be utilised, are recognised initially  
in the balance sheet as deferred income and released to revenue in line with the above recognition criteria.

1.14  Taxes
(a)  Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be 
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that 
are enacted or substantively enacted at the end of the reporting period, in the countries where the Group operates and 
generates taxable income.

Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside 
profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions 
taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and 
establishes provisions where appropriate.

(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the reporting period  
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

•  Where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability  

in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting  
profit nor taxable profit or loss; and

• 

In respect of taxable temporary differences associated with investments in subsidiaries and associate, where the timing 
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not 
reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits 
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible 
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

•  Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an 
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither 
accounting profit nor taxable profit or loss; and 

• 

In respect of deductible temporary differences associated with investments in subsidiaries and associate, deferred tax 
assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable 
future and taxable profit will be available against which the temporary differences can be utilised. 

44

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent  
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset  
to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised  
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is 
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the 
end of each reporting period. 

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items  
are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity  
and deferred tax arising from a business combination is adjusted against goodwill on acquisition. 

(c)  Sales tax
The applicable sales taxes are the Goods and Services Tax (GST) and the Sales and Service Tax (SST), depending on the tax 
jurisdiction where the Group operates. Revenues, expenses and assets are recognised net of the amount of sales tax except:

•  Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority,  
in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense  
item as applicable; and

•  Receivables and payables are stated with the amount of sales tax included.

1.15  Borrowing Costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.16  Share capital and share issue expenses
Proceeds from issuance of equity shares are recognised as share capital in equity. Incremental costs directly attributable 
to the issuance of ordinary shares are deducted against share capital.

1.17  Leases
The Group as lessee
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use 
asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts 
that are classified as short-term leases (i.e. a lease with a remaining lease term of 12 months or less) and leases of low-value 
assets are recognised as an operating expense on a straight-line basis over the term of the lease.

Initially, the lease liability is measured at the present value of the lease payments still to be paid at commencement date. 
The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the 
Group uses the incremental borrowing rate.

Lease payments included in the measurement of the lease liability are as follows:

•  fixed lease payments less any lease incentives;

•  variable lease payments that depend on an index or rate, initially measured using the index or rate at the 

commencement date;

•  the amount expected to be payable by the lessee under residual value guarantees;

•  the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;

• 

lease payments under extension options, if lessee is reasonably certain to exercise the options; and

•  payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above,  
any lease payments made at or before the commencement date, as well as any initial direct costs. The subsequent 
measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest. 
Where a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects that the Group 
anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

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45

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

1.  Summary of significant accounting policies (continued)
1.18  New and Amended Accounting Policies Adopted by the Group
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian 
Accounting Standards Board that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

2.  Critical accounting judgements and estimates
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates 
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities. Actual results may differ 
from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognised in the period in which the estimate is revised and in any future periods affected.

2.1  Judgements made in applying accounting policies
In the process of applying the Group’s accounting policies, management has made the following judgements which  
have the most significant effect on the amounts recognised in the consolidated financial statements:

(a)  Recognition of Services revenue
The amounts of revenue recognised in the reporting period depends on the extent to which the performance obligations 
have been satisfied. Recognising Services revenue requires significant judgement in determining milestones, actual work 
performed and the estimated costs to complete the work.

(b)  Share-based payment transactions
The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments  
at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option 
pricing model.

(c)  Capitalisation of learning platform software and course design
Distinguishing the phases of a new customised software or course design project and determining whether the recognition 
requirements for the capitalisation of development costs are met requires judgement. Post-capitalisation, management 
monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised 
costs may be impaired.

2.2  Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting 
period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within 
the next financial year are discussed below. The Group based its assumptions and estimates on parameters available when 
the financial statements were prepared. Existing circumstances and assumptions about future developments, however, 
may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected 
in assumptions when they occur.

Impairment of non-financial assets

(a) 
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which  
is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on 
available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices 
less incremental costs for disposing the asset. The value in use calculation is based on a discounted cash flow model. 

Impairment of receivables 

(b) 
The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset  
is impaired. Factors such as the probability of insolvency or significant financial difficulties of the debtor and default or 
significant delay in payments are objective evidence of impairment. In determining whether there is objective evidence  
of impairment, the Group considers whether there is observable data indicating that there have been significant changes 
in the debtor’s payment ability or whether there have been significant changes with adverse effect in the technological, 
market, economic or legal environment in which the debtor operates in.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based  
on historical loss experience for assets with similar credit risk characteristics.

46

3.  Revenue

Revenue from contracts with customers

  Platform SaaS fees

  Marketplace sales

  Services sales

GROUP

2020

$

1,127,453

141,297

619,886

2019

$

722,525

247,779

632,309

1,888,636

1,602,613

3.1  The Group has disaggregated revenue into various categories in the following table. The revenue  
is disaggregated by geographical market, product/service lines and timing of revenue recognition.

YEAR TO 31 DECEMBER 2020

PLATFORM SAAS

SERVICES

MARKETPLACE

2020

$

2019

$

2020

$

2019

$

2020

$

2019

$

2020

$

TOTAL

2019

$

Geographical 
markets
Australia

Malaysia

Singapore

Timing of 
revenue 
recognition
Products  
and services 
transferred 
to 
customers:

At a point  
in time

Over time

677,621

441,949

7,883

1,127,453

499,726

211,579

11,220

722,525

575,578

44,308

–

375,475

256,834

–

125,441

15,856

–

207,234

40,545

–

1,378,640

1,082,435

502,113

7,883

508,958

11,220

619,886

632,309

141,297

247,779

1,888,636

1,602,613

–

–

–

–

141,297

247,779

141,297

247,779

1,127,453

1,127,453

722,525

722,525

619,886

619,886

632,309

632,309

–

–

141,297

247,779

1,747,339

1,888,636

1,354,834

1,602,613

4.  Other income

Cash flow boost incentive/Government grant

Others

GROUP

2020

$

100,000

8,605

108,605

2019

$

13,632

5,006

18,638

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47

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

5.  Loss for the year
Loss before income tax from continuing operations includes the following specific expenses:

Employee benefits expense

  share-based payment 

  severance costs 

Depreciation and amortisation

  depreciation on furniture, fittings and equipment

  depreciation on right-of-use assets

  amortisation of intangible assets

Professional services

  contractors

General and administrative costs

  write-off/loss on disposal of furniture, fittings and equipment

  surrender of lease costs

foreign currency translation losses

impairment of trade receivables

travelling costs

Pre-IPO and IPO-related costs

  share-based payment

GROUP

2020

$

131,643

–

15,875

176,199

61,495

2019

$

–

183,019

31,095

31,764

–

483,791

104,437

1,422

–

14,909

66,096

29,586

61,017

67,518

13,538

15,354

101,131

–

2,452,376

Income tax
Income tax expense

6. 
6.1 
There are no income tax expenses for the current and previous financial years as the Group does not have taxable profits.

At the end of the reporting period, the Group has tax losses of approximately $20,580,000 (2019: $15,014,000) that are 
available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax 
asset is recognised due to uncertainty of their recoverability. The use of these tax losses is subject to the agreement  
of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which  
the companies operate.

6.2  The prima facie tax on losses from ordinary activities before income tax is reconciled to the income tax as follows

Loss before tax from continuing operations

Prima facie tax benefit on loss from ordinary activities before tax at the domestic tax 
rates where the Group operates

Add/(subtract): 

Tax effect of: 

  non-allowable items 

  effect of tax losses not recognised

tax benefit of deductible equity raising costs

  under-provision for income tax in prior year

  movement in unrecognised temporary difference

Income tax attributable to entity 

GROUP

2020

$

(5,624,265)

(1,507,822)

2019

$

(7,719,951)

(2,041,189)

69,119

1,601,612

(100,068)

–

(62,841)

–

842,192

1,325,226

(117,456)

30,689

(39,462)

–

The above reconciliation is prepared by aggregating separate reconciliations for each tax jurisdiction where the Group 
operates. A summary of the domestic tax rates by country where the Group operates is as follows:

48

 
 
 
 
Australia

Singapore

Malaysia

2020

%

27.5

17.0

24.0

2019

%

27.5

17.0

24.0

7.  Key Management Personnel
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each 
member of the Group’s key management personnel (KMP) for the year ended 31 December 2020.

The totals of remuneration paid to KMP of the Group during the year are as follows:

Short-term employee benefits

Post-employment benefits

Share-based payments

Total KMP compensation

2020

$

1,583,389

117,434

131,642

2019

$

894,608

85,589

349,827

1,832,465

1,330,024

Short-term employee benefits
These amounts include fees paid to the non-executive Chairman and non-executive directors as well as all salary, paid 
leave benefits and any cash bonuses awarded to executive directors and other KMP.

Post-employment benefits
These amounts are the current-year’s estimated costs of providing for the Group’s superannuation contributions made 
during the year.

Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured 
by the fair value of the options, rights and shares granted on grant date.

Further information in relation to KMP remuneration can be found in the directors’ report.

8.  Auditors’ remuneration

Remuneration of the auditor for:

 – auditing or reviewing the financial statements

 – preparation of investigating accountants report

GROUP

2020

$

56,000

–

56,000

2019

$

37,940

20,000

57,940

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49

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

9.  Losses per share
Both the basic and diluted losses per share have been calculated by dividing the loss for the year attributable to owners  
of the Company by the weighted average number of ordinary shares outstanding during the financial year.

The reconciliation of the weighted average number of ordinary shares for the purposes of calculating the diluted losses 
per share is as follows:

Weighted average number of ordinary shares for basic losses  
per share computation

Effects of dilution from:

 – share options issued to convertible note holders

 – share options issued to advisors

Weighted average number of ordinary shares for diluted losses  
per share computation

10.  Trade and other receivables

CURRENT
Trade receivables

Provision for impairment

Other receivables

Provision for impairment

Total current trade and other receivables

31 DECEMBER 2020

31 DECEMBER 2019

144,065,986

139,666,641

5,537,495

558,667

–

–

150,162,148

139,666,641

NOTE

10a(i)

GROUP

2020

$

330,006

(30,223)

299,783

73,623

–

73,623

373,406

2019 

$

651,287

(187,094)

464,193

87,387

–

87,387

551,580

All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation  
of fair value.

The following table shows the movement in lifetime expected credit loss that has been recognised for trade and  
other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.

GROUP

NET MEASURE-
MENT OF LOSS 
ALLOWANCE

AMOUNTS 
WRITTEN OFF

CLOSING 
BALANCE

31 DECEMBER 
2019

OPENING 
BALANCE

1 JANUARY 
2019

$

$

$

$

a.  Lifetime Expected Credit Loss: Credit Impaired
(i)  Current trade receivables

183,908

15,354

(12,168)

187,094

GROUP

NET MEASURE-
MENT OF LOSS 
ALLOWANCE

AMOUNTS 
WRITTEN OFF

CLOSING 
BALANCE

31 DECEMBER 
2020

OPENING 
BALANCE

1 JANUARY 
2020

$

$

$

$

187,094

27,810

(184,681)

30,223

(i)  Current trade receivables

50

The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the 
use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables 
have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as  
at 31 December 2020 is determined as follows; the expected credit losses also incorporate forward-looking information.

The “amounts written off”, if any, are all due to customers declaring bankruptcy, or term receivables that have now 
become unrecoverable.

2020

Expected loss rate

Gross carrying amount

Loss allowing provision

2019

Expected loss rate

Gross carrying amount

Loss allowing provision

CURRENT

$

0%

361,334

–

CURRENT

$

0%

421,584

–

>30 DAYS  
PAST DUE

>60 DAYS  
PAST DUE

>90 DAYS  
PAST DUE

$

0%

5,706

–

$

0%

196

–

$

83.1%

36,393

30,223

>30 DAYS  
PAST DUE

>60 DAYS  
PAST DUE

>90 DAYS  
PAST DUE

$

0%

26,629

–

$

0%

66,903

–

$

83.7%

223,558

187,094

TOTAL

$

7.5%

403,629

30,223

TOTAL

$

25.3%

738,674

187,094

Credit risk
The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties 
other than those receivables specifically provided for and mentioned within this note. In FY2017, there was a significant 
contract signed with a private education institution in Malaysia that subsequently encountered financial difficulty. The Group 
made an impairment of $178,481 for this receivable in FY2018 representing 50% of the total receivable from this debtor. 
This debtor has in FY2020 settled the balance of the 50% owing that has not been impaired. The Group has determined 
that the amount impaired for this debtor is uncollectible and has written off this amount in FY2020. The class of assets 
described as “trade and other receivables” is considered to be the main source of credit risk related to the Group.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty 
and there is no realistic prospect of recovery; for example, when the debtor has been placed under liquidation or has 
entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.

Collateral Pledged
A charge over trade receivables transacted through the Paypal platform has been provided for a borrowing in FY2019.  
This charge has been released upon repayment of the borrowing in FY2020. Refer to Note 17 for further details.

11.  Cash and cash equivalents

Cash at bank and on hand

Cash with online payment providers

Short-terms deposits placed with banks

GROUP

2020

$

1,457,750

37,319

7,100,000

8,595,069

2019

$

1,641,000

1,618

6,098,150

7,740,768

Included in short-term deposits of the Group as at 31 December 2019 is an amount of $98,150 that is pledged to a bank  
as collateral for the issuance of a bank guarantee in respect of an office tenancy. The restriction on this bank deposit was  
removed in the financial year 2020.

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51

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

12.  Furniture, fittings and equipment

GROUP

COMPUTER

OFFICE 
EQUIPMENT

LEASEHOLD 
IMPROVEMENT

$

$

$

22,984

3,043

(2,431)

(425)

23,171

6,202

4,708

(1,009)

(266)

9,635

13,536

20,082

1,923

–

(53)

30,999

4,950

–

–

21,952

35,949

902

7,063

–

–

7,965

27,984

4,569

4,104

–

(35)

8,638

13,314

GROUP

COMPUTER

OFFICE 
EQUIPMENT

LEASEHOLD 
IMPROVEMENT

$

$

$

54,649

6,207

(38,600)

728

22,984

10,864

9,330

(14,184)

192

6,202

16,782

57,865

5,490

(44,027)

754

20,082

22,031

12,227

(30,092)

403

4,569

15,513

42,402

33,892

(45,941)

646

30,999

14,361

9,538

(23,274)

277

902

30,097

TOTAL

$

74,065

9,916

(2,431)

(478)

81,072

11,673

15,875

(1,009)

(301)

26,238

54,834

TOTAL

$

154,916

45,589

(128,568)

2,128

74,065

47,256

31,095

(67,550)

872

11,673

62,392

2020

Cost
At 1 January 2020

Additions

Disposals

Exchange difference

At 31 December 2020

Accumulated depreciation
At 1 January 2020

Depreciation for the year

Disposals

Exchange difference

At 31 December 2020

Net carrying amount

2019

Cost
At 1 January 2019

Additions

Disposals

Exchange difference

At 31 December 2019

Accumulated depreciation
At 1 January 2019

Depreciation for the year

Disposals

Exchange difference

At 31 December 2019

Net carrying amount

52

13. 

Intangible assets

DOMAIN 
NAMES AND 
TRADEMARKS

GOODWILL

GROUP

LEARNING 
PLATFORM 
SOFTWARE 
WORK-IN- 
PROGRESS

LEARNING 
PLATFORM 
SOFTWARE

COURSE 
DESIGN

$

$

$

2020

Cost
At 1 January 2020

Reclassification

Additions

Exchange difference

37,096

24,500

–

–

–

–

–

–

At 31 December 2020

37,096

24,500

Accumulated 
amortisation
At 1 January 2020

Amortisation for the 
year

Exchange difference

At 31 December 2020

–

–

–

–

–

–

–

–

Net carrying amount

37,096

24,500

391,745

(391,745)

–

–

–

–

–

–

–

–

$

–

391,745

$

–

–

–

163,240

(30,503)

361,242

–

163,240

–

61,495

(7,308)

54,187

–

–

–

–

TOTAL

$

453,341

–

163,240

(30,503)

586,078

–

61,495

(7,308)

54,187

307,055

163,240

531,891

2019

Cost
At 1 January 2019

Additions

Exchange difference

At 31 December 2019

Net carrying amount

37,096

24,500

–

–

37,096

37,096

–

–

24,500

24,500

239,816

147,776

4,153

391,745

391,745

–

–

–

–

–

–

–

–

–

–

301,412

147,776

4,153

453,341

453,341

Domain names and trademarks are recognised at cost of acquisition. Goodwill represents premium paid for business assets. 
These are considered to have an infinite life and are carried at cost less any impairment losses.

Learning platform software is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and  
any impairment losses. Software has an estimated useful life of ten years. Amortisation commences when the software  
is ready for commercial use.

Course design is costs expended to develop the OpenCreds’ micro-credential courses and the study courses for the 
UNSW Transition Program Online. It has a finite life based on the contract periods and is carried at cost less accumulated 
amortisation and any impairment losses. Course design has an estimated useful life of five years. Amortisation commences 
when the courses are ready for commercial use.

Domain names and trademarks and Goodwill are allocated to the cash-generating unit which is based on the Group’s 
reporting geographical segment in Australia.

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53

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

14.  Right-of-use assets
The Group’s leases comprise of lease of office premises. These leases have lease terms of between 2 to 3 years.

i)  AASB 16 related amounts recognised in the balance sheet
Right of use assets

Leased office premises

Accumulated depreciation

Exchange difference

Total right-of-use assets

Movement in carrying amounts:

Leased office premises:

At 1 January

Additions

Depreciation expense

Exchange difference

Net carrying amount

ii)  AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets

Interest expense on lease liabilities

Short-term leases expense

Low-value asset leases expense

Total cash outflows for leases

15.  Trade and other payables

CURRENT
Trade payables

Other payables and accrued expenses

NON-CURRENT
Other payables

a.  Financial liabilities at amortised cost classified as trade and other payables
Trade and other payables:

 – total current

 – total non-current

Financial liabilities as trade and other payables

2020

$

2019

$

488,289

(207,963)

3,235

283,561

349,405

107,120

(176,199)

3,235

283,561

2020

$

176,199

8,684

11,766

26,395

206,592

GROUP

2020

$

361,117

597,094

958,211

–

958,211

958,211

–

958,211

381,169

(31,764)

–

349,405

–

381,169

(31,764)

–

349,405

2019

$

31,764

1,906

277,288

27,572

304,860

2019

$

452,514

341,068

793,582

199,927

993,509

793,582

199,927

993,509

Included in other payables for FY2019 is an amount of $389,516 of which $199,927 is disclosed as non-current owing to the 
Australian Tax Office being an instalment plan payable over 23 monthly instalments arising from PAYG withheld for which 
interest is charged at average rate of 7.98% p.a. This amount owing to the Australian Tax Office was fully repaid in FY2020. 
Trade and other payables are otherwise non-interest bearing.

54

16.  Provisions

Current:
Provision for annual leave

GROUP

2020

$

2019

$

224,333

143,650

17.  Borrowing
The borrowing balance represents a working capital loan provided by Paypal which is secured over the funds transacted 
through the Paypal payment gateway. This borrowing attracts an upfront loan fee of 18.5% with the borrowing repaid from 
30% deduction of the receivables collected through the payment gateway until the borrowing is fully settled. This borrowing 
was fully repaid in FY2020.

18.  Share capital

164,024,967 (31 Dec 2019: 139,666,641) fully paid ordinary shares

18.1  Movements in ordinary shares

31 DECEMBER 
2020

31 DECEMBER 
2019

$

$

29,595,431

23,233,194

Issued and fully paid ordinary shares:
At 1 January

Issuance of shares during the year:

 – pursuant to OLGAI Share Exchange Agreement

 – pursuant to OLGSG Share Exchange Agreement

 – conversion of convertible notes

 – issuance to advisors and a director

 – public offering of shares

 – exercise of share options

 – Fair value adjustment on shares issued

At 31 December

Issued and fully paid “A” shares:
At 1 January

Shares issued on conversion of convertible  
preference shares

Transfer pursuant to OLGSG Share Exchange 
Agreement

At 31 December

Issued and fully paid “B” shares:
At 1 January

Shares issued on conversion of convertible  
preference shares

Transfer pursuant to OLGSG Share Exchange 
Agreement

At 31 December

GROUP

2020

NO. OF SHARES

$ NO. OF SHARES

2019

$

139,666,641

25,477,155

25,000,000

5,189,487

–

–

–

–

–

–

–

–

16,527,200

23,472,801

30,833,307

3,833,333

96,863

8,550,009

3,700,000

766,667

21,212,495

5,939,499

40,000,000

8,000,000

3,145,831

–

629,166

149,941

–

–

–

(825,871)

164,024,967

32,195,761

139,666,641

25,477,155

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

7,500,000

4,895,597

7,500,000

3

(12,395,597)

(7,500,003)

–

–

1,050,000

1,050,000

685,384

6

(1,735,384)

(1,050,006)

–

–

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55

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

18.  Share capital (continued)
18.1  Movements in ordinary shares (continued)

Equity issuance costs
At 1 January

Costs arising from equity issuance

At 31 December

GROUP

2020

NO. OF SHARES

$ NO. OF SHARES

2019

$

–

–

–

(2,243,961)

(356,369)

(2,600,330)

–

–

–

(802,249)

(1,441,712)

(2,243,961)

Total ordinary shares at 31 December

164,024,967

29,595,431

139,666,641

23,233,194

Corporate reorganisation
The Group undertook the transactions described below in the previous FY2019 as part of a corporate reorganisation  
to facilitate the listing of the Company on the ASX.

The Company acquired the entire issued and paid-up share capital of OLG Australia Investors Pte Ltd (“OLGAI”) from  
all its shareholders (“OLGAI Shareholders”) via the entry and execution of a share exchange agreement made between  
the OLGAI Shareholders and the Company (“OLGAI Share Exchange Agreement”).

OLGAI together with a group of minority shareholders (“OLGSG Minority Shareholders”) owns the entire issued and paid-up 
share capital of OpenLearning Global Pte Ltd (“OLGSG”). OLGSG in turn owns the entire issued and paid-up share capital 
in Open Learning Global Pty Ltd (“OLGAU”) and OpenLearning Global (M) Sdn Bhd (“OLGMY”). OLGAU and OLGMY are 
the operating subsidiaries of the Group providing a cloud-based social learning platform, learning design services and 
sale of education courses through a global marketplace.

The Company, together with the execution of the OLGAI Share Exchange Agreement, also acquired the entire issued  
and paid-up share capital of OLGSG via the entry and execution of a share exchange agreement made between the 
OLGSG Minority Shareholders and the Company (“OLGSG Share Exchange Agreement”).

Pursuant to the OLGAI Share Exchange Agreement and the OLGSG Share Exchange Agreement (collectively, the “Group  
Share Exchange Agreements”), both the OLGAI Shareholders and the OLGSG Minority Shareholders sold and transferred 
all their respective shares in OLGAI and OLGSG to the Company in exchange for the Company allotting to each of the 
OLGAI Shareholders and OLGSG Minority Shareholders new shares in the Company representing all the issued and 
paid-up shares of the Company.

Following the completion of the Group Share Exchange Agreements, the Company further issued shares (i) pursuant to 
conversion of convertible notes, (ii) to advisors and a director for services rendered and (iii) for the initial public offering  
of shares on the ASX.

18.2  Movements in unquoted options over ordinary shares

EXERCISE PERIOD

On or before 9 December 2021*

On or before 9 December 2022*

On or before 9 December 2022*

Total unquoted options

*  exercise of the options is subject to escrow periods.

EXERCISE 
PRICE PER 
SHARE

NUMBER  
ON ISSUE AT  
1 JAN 2020

EXERCISED

NUMBER  
ON ISSUE AT  
31 DEC 2020

$0.20

$0.20

$0.30

30,833,307

(3,145,831)

27,687,476

2,793,333

5,000,000

–

–

2,793,333

5,000,000

38,626,640

(3,145,831)

35,480,809

56

18.3  Performance rights
2,750,000 performance rights were granted on 9 December 2019 to two directors of the Company. Half of these 
performance rights have lapsed. The balance of the rights are exercisable to 1,375,000 ordinary shares in the Company 
with Nil consideration provided an annualised recurring revenue milestone is met, are exercisable within 5 years following 
grant date and are subject to an escrow period.

950,000 performance rights were granted on 1 October 2020 to key management personnel of the Company.  
These performance rights are exercisable to 950,000 ordinary shares in the Company with Nil consideration over  
3 years with 1/3 vesting annually on the condition that the Company’s volume weighted average share price over  
any 30 consecutive trading days is equal to or higher than 55 cents.

None of the above performance rights vested during the financial year 2020.

19.  Reserves

Foreign currency translation reserve

Common control reserve

Share option reserve

GROUP

2020

$

(10,170)

1,650,477

1,773,116

2019

$

11,719

1,650,477

1,791,414

3,413,423

3,453,610

(i)  Foreign currency translation reserve
Foreign currency translation reserve represents exchange differences arising from the translation of the financial statements 
of the Company and its subsidiaries whose functional currencies are different from that of the Group’s presentation currency.

(ii)  Common control reserve
Common control reserve records difference between the fair value of net assets acquired and consideration paid.

(iii)  Share option reserve
Share option reserve records items recognised as expenses on valuation of share options.

20.  Financial risk management
The Group’s principal financial instruments comprise of receivables, payables, cash at bank and short-term deposits.

The Board of Directors has overall responsibility for the oversight and management of the Group’s exposure to a variety  
of financial risks (including credit risk, foreign currency risk, liquidity risk and interest rate risk).

The overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential 
adverse effects on the financial performance including the review of future cash flow requirements.

(a)  Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. 
The Group’s exposure to liquidity risk arises primarily from cash outflows from current operating losses. The Group’s 
objective is to focus on maintaining an appropriate level of overheads in line with the Group’s business plan and available 
cash resources, with the objective of achieving a cashflow positive business within the budgeted timeline.

The table below summarise the maturity profile of the Group’s financial assets and liabilities at the end of the reporting 
period based on contractual undiscounted repayment obligations.

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57

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

20.  Financial risk management (continued)
(a)  Liquidity risk (continued)

WITHIN 1 YEAR

1 TO 5 YEARS

OVER 5 YEARS

TOTAL

2020

2019

2020

2019

GROUP

Financial assets –  
cash flows realisable

Trade and other 
receivables

2020

$

2019

$

373,406

551,580

8,595,069

Cash and short-term 
deposits
Total anticipated inflows 8,968,475  8,292,348
Financial liabilities  
due for payment

7,740,768

958,211

793,582

Trade and other 
payables

Lease liability

$

–

–

–

–

$

–

–

–

199,927

192,831

132,191

128,934

250,884

Borrowing
–
Total expected outflows  1,151,042
Net inflow/(outflow)  
on financial instruments 7,817,433 7,348,848

943,500

17,727

–

–

128,934

450,811

(128,934)

 (450,811)

$

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

2020

$

2019

$

373,406

551,580

8,595,069

7,740,768

8,968,475 8,292,348

958,211

993,509

321,765

–

383,075

17,727

1,279,976

1,394,311

7,688,499 6,898,037

(b)  Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its 
obligations. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets 
(including cash and short-term deposits), the Group minimise credit risk by dealing with high credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit  
risk exposure. The Group trades with third parties that are considered creditworthy. In addition, receivable balances  
are monitored on an ongoing basis.

Exposure to credit risk
At the end of the reporting period, the Group’s maximum exposure to credit risk is represented by the carrying amount  
of each class of financial assets recognised on the balance sheets.

Credit risk concentration profile
Except as disclosed in Note 10 above, the Group does not have any significant exposure to any individual customer  
or counterparty nor does it have any major concentration of credit risk related to any financial instruments.

Financial assets that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are with creditworthy debtors with good payment 
records with the Group. Cash and short-term deposits and investment securities that are neither past due nor impaired  
are placed with or entered into with reputable financial institutions.

Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 10.

(c)  Foreign currency risk
Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due  
to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than 
the AUD functional currency of the Group.

With instruments being held by overseas operations, fluctuations in the SGD Singapore dollar and USD United States 
dollar may impact on the Group’s financial results.

The following table shows the foreign currency risk on the financial assets and liabilities of the Group’s operations 
denominated in currencies other than the functional currency of the operations.

58

2020

GROUP

Functional currency of entity:

Australian dollar

Statement of financial position exposure

2019

GROUP

Functional currency of entity:

Australian dollar

Statement of financial position exposure

NET FINANCIAL ASSETS/(LIABILITIES) IN AUD

USD

SGD

OTHER

TOTAL AUD

33,091

33,091

22,970

22,970

–

–

56,061

56,061

NET FINANCIAL ASSETS/(LIABILITIES) IN AUD

USD

SGD

OTHER

TOTAL AUD

19,873

19,873

15,040

15,040

–

–

34,913

34,913

Foreign currency risk concentration profile
The Group does not have any significant exposure to any specific foreign currency grouping nor does it have any major 
concentration of foreign currency risk related to any financial instruments.

Interest rate risk

(d) 
The Group’s exposure to market interest rates relate to cash deposits held at variable rates. The management monitors  
its interest rate exposure and consideration is given to potential renewals of existing positions.

Sensitivity analysis for interest rate risk
The following table demonstrate the sensitivity of profit/(loss) and equity to a reasonably possible change in interest rates 
of +/ – 50 basis points, will all other variables held constant.

Year ended 31 December 2020
+0.5% in interest rates

-0.5% in interest rates

Year ended 31 December 2019
+0.5% in interest rates

-0.5% in interest rates

21. 

Interests in subsidiaries

GROUP

PROFIT

EQUITY

$

$

42,975

(42,975)

38,704

(38,704)

42,975

(42,975)

38,704

(38,704)

NAME

PRINCIPAL ACTIVITIES 

COUNTRY OF 
INCORPORA-
TION 

PROPORTION (%) OF  
OWNERSHIP INTEREST

Held by the Company
OLG Australia Investors Pte Ltd

OpenLearning Global Pte Ltd

Held by OpenLearning  
Global Pte Ltd
Open Learning Global Pty Ltd

OpenLearning Global (M)  
Sdn Bhd

Investment holding

Investment holding and  
provision of online education 
platform and services

Singapore

Singapore

Provision of online education 
platform and services

Provision of online education 
platform and services

Australia

Malaysia

*  63.89% held via OLG Australia Investors Pte Ltd

2020

%

100

100*

100

100

2019

%

100

100*

100

100

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59

 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

22.  Operating segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by management 
in assessing performance and determining the allocation of resources.

The Group’s sales, marketing and professional services operations are managed on the basis of geographical location.  
The Group’s shared services, which includes software engineering, product management and finance, are primarily located 
in Australia and expenses are primarily booked within the Australian entity, with the addition of a separate corporate 
overheads segment. Operating segments are therefore determined on the same basis and the Group has four reportable 
segments as follows:

(a)  Australia

(b)  Malaysia

(c)  Singapore

(d)  Corporate (based in Australia)

2020

AUSTRALIA

MALAYSIA

SINGAPORE

Revenue:
External sales

Segment results:
Web-hosting and other direct costs

Employees benefit expenses

Depreciation and amortisation

Promotional and advertising

Professional services

General and administration

Segment loss

Segment assets

Segment liabilities

$

$

$

1,378,640

502,113

7,883

(327,255)

(3,067,754)

(141,423)

(238,154)

(608,362)

(337,671)

(263,597)

(857,732)

(111,849)

(9,122)

(189,474)

(102,537)

–

(3,145)

(297)

–

(22,552)

(7,581)

CORPORATE 
(AUSTRALIA)

$

–

–

TOTAL

$

1,888,636

(590,852)

(775,032)

(4,703,663)

–

(123,141)

(164,823)

(308,740)

(253,569)

(370,417)

(985,211)

(756,529)

(3,249,969)

(1,025,619)

(28,140)

(1,320,537)

(5,624,265)

4,075,580

1,269,959

828,121

635,724

21,592

5,193,186

10,118,479

734

240,913

2,147,330

2019

AUSTRALIA

MALAYSIA

SINGAPORE

Revenue:
External sales

Segment results:
Web-hosting and other direct costs

$

$

$

1,082,435

508,958

11,220

(200,007)

(194,424)

(383)

CORPORATE 
(AUSTRALIA)

$

–

–

TOTAL

$

1,602,613

(394,814)

Employees benefit expenses

(3,272,534)

(1,133,985)

(114,673)

(81,081)

(4,602,273)

Depreciation and amortisation

Promotional and advertising

Professional services

General and administration

Pre-IPO and IPO-related costs

Segment loss

Segment assets

Segment liabilities

(39,828)

(93,721)

(152,272)

(587,426)

–

(22,734)

(9,593)

(13,184)

(207,977)

–

(3,277,271)

(1,068,187)

1,247,588

1,559,841

881,067

470,000

(297)

(1,366)

(57,327)

(15,604)

(245,548)

(422,964)

129,894

94,650

–

(16,434)

(19,880)

(11,849)

(62,859)

(121,114)

(242,663)

(822,856)

(2,825,162)

(3,070,710)

(2,951,529)

(7,719,951)

7,125,513

(13,793)

9,384,062

2,110,698

60

23.  Cash flow information
Reconciliation of cash flows from operating activities with loss after income tax:

Loss after tax

Non-cash flows in loss for the year:

  Depreciation and amortisation

  Write-off/Loss on disposal of furniture, fittings and equipment

  Unrealised exchange (gain)/loss

  Pre-IPO and IPO Costs

  Share-based payment

Changes in assets and liabilities:

Decrease/(increase) in trade and other receivables 

Increase in trade and other payables

Net cash flows used in operating activities

GROUP

2020

$

2019

$

(5,624,265)

(7,719,951)

253,569

1,422

23,332

62,859

61,017

(10,113)

–

3,070,710

131,643

125,032

100,419

–

(80,750)

742,106

(4,988,848)

(3,874,122)

24.  Events after the reporting period
No matters or circumstances have arisen since the end of the financial year that significantly affected or could significantly 
affect the operations of the Group in future financial years.

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61

 
 
 
 
 
 
 
 
Directors’ Declaration

In accordance with a resolution of the directors of OpenLearning Limited, the directors of the Company declare that:

1. 

the financial statements and notes, as set out, are in accordance with the Corporations Act 2001 and:

a.  comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial 

statements, constitutes compliance with International Financial Reporting Standards; and

b.  give a true and fair view of the financial position as at 31 December 2020 and of the performance for the year 

ended on that date of the consolidated group;

2. 

3. 

in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts  
as and when they become due and payable; and

the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the  
Chief Executive Officer and Chief Financial Officer.

On behalf of the Board of Directors

Kevin Barry 
Chairman 
Dated: 26 March 2021

62

Independent Auditor’s Report

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63

 
 
 
 
 
 
 
 
Independent Auditor’s Report (Continued)

64

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65

 
 
 
 
 
 
 
 
Independent Auditor’s Report (Continued)

66

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67

 
 
 
 
 
 
 
 
Shareholder Information

The shareholder information set out below was applicable as at 31 March 2021

A.  Distribution of Equity Securities – Ordinary Shares
Analysis of numbers of equity security holders by size of holding:

SPREAD OF HOLDINGS

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

TOTAL

NUMBER  
OF HOLDERS

34

598

396

847

179

NUMBER  
OF UNITS

5,912

1,867,644

3,319,093

30,207,942

128,624,376

% OF TOTAL 
ISSUED 
CAPITAL

0.00%

1.14%

2.02%

18.42%

78.42%

2,054

164,024,967

100.00%

Based on the price per security, number of holders with an unmarketable holding: 372, with total 793,785, amounting to 
0.48% of Issued Capital

B.  Distribution of Equity Securities – Share Options
Analysis of numbers of option holders by size of holding:

SPREAD OF HOLDINGS

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

TOTAL

C.  Distribution of Equity Securities – Performance Rights
Analysis of numbers of Performance Rights holders by size of holding:

SPREAD OF HOLDINGS

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

TOTAL

NUMBER  
OF HOLDERS

NUMBER  
OF UNITS

% OF TOTAL 
SHARE 
OPTIONS

–

–

–

22

46

68

–

–

–

–

–

–

1,489,208

33,991,601

4.20%

95.80%

35,480,809

100.00%

NUMBER  
OF HOLDERS

NUMBER  
OF UNITS

% OF TOTAL 
PERFORMANCE 
RIGHTS

–

–

–

–

7

7

–

–

–

–

–

–

–

–

3,700,000

3,700,000

100.00%

100.00%

68

D.  Equity Security Holders – Ordinary Shares
Twenty largest quoted equity security holders. The names of the twenty largest holders of quoted equity securities are 
listed below:

NAME

NATIONAL NOMINEES LIMITED

MAGNA INTELLIGENT SDN BHD

MR CLIVE ALYN MAYHEW-BEGG

MR ADAM MAURICE BRIMO

BNP PARIBAS NOMS(NZ) LTD 

RICHARD BUCKLAND

AUSTRALIAN CATHOLIC UNIVERSITY LIMITED

NARRON PTY LTD 

MR DAVID ANDREW COLLIEN

CITICORP NOMINEES PTY LIMITED

ORIENT GLOBAL HOLDINGS PTY LTD 

NICOLETTE HARPER

J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

FRANK NOEL BEAUMONT

MR NICK THEODORAKOPOULOS

MS MEILIN MU

MENTIS BULLOCK HOLDINGS PTY LTD 

AUTHENTICS AUSTRALIA PTY LTD

BT PORTFOLIO SERVICES LIMITED 

SANDTON CAPITAL PTY LTD 

ERIKO KINOSHITA & CLIVE MAYHEW-BEGG 

ORDINARY 
SHARES 
NUMBER HELD

10,568,288

9,820,058

6,858,321

6,406,117

5,271,429

5,094,288

5,000,000

3,981,809

3,556,743

3,249,696

3,205,444

2,720,758

2,421,703

2,367,021

2,342,858

1,793,103

1,691,666

1,666,666

1,666,666

1,283,333

1,280,000

% OF  
ISSUED  
SHARES

6.44%

5.99%

4.18%

3.91%

3.21%

3.11%

3.05%

2.43%

2.17%

1.98%

1.95%

1.66%

1.48%

1.44%

1.43%

1.09%

1.03%

1.02%

1.02%

0.78%

0.78%

As at 31 March 2021, the 20 largest shareholders held ordinary shares representing 50.14% of the issued share capital.

Substantial Shareholders
Substantial holders in the Company are set out below:

NAME

Magna Intelligent Sdn Bhd

Clive Mayhew

Partly paid shares
The Company does not have any partly paid shares on issue.

Voting Rights
The voting rights attached to ordinary shares are set out below:

ORDINARY 
SHARES 
NUMBER HELD

11,030,058

8,288,754

% OF  
ISSUED  
SHARES

7.90%

5.93%

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.

On-market buy-back
The Company is not currently conducting an on-market buy-back.

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69

 
 
 
 
 
 
 
 
Corporate Directory

Directors

Kevin Barry

Adam Brimo

Spiro Pappas

David Buckingham

Non-Executive Chairman

Managing Director and Group CEO

Executive Director

Non-Executive Director

Professor Beverley Oliver

Non-Executive Director

Maya Hari

Non-Executive Director

Company Secretary
Justyn Stedwell

Registered Office
Level 2, 235 Commonwealth Street  
Surry Hills NSW 2010

Auditors
Hall Chadwick  
Level 40, 2 Park Street  
Sydney NSW 2000

Share Registrar
Automic Pty Ltd  
Level 5, 126 Phillip Street  
Sydney NSW 2000

Stock Exchange Listing
Australian Securities Exchange

Code: OLL

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