OpenLearning Limited

Powering the future of education

OpenLearning Limited (ASX:OLL) 
Annual Report 2021

Contents

Performance Highlights 

Detailed Overview 

Network Effect

Partnerships

Managing Director’s Report

Chairman’s Report

Financial Report 

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Introduction
OpenLearning Limited is an education technology company 
that operates an end‑to‑end learning platform for education 
providers to deliver world‑class short courses, micro‑credentials 
and online qualifications to their 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, 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 
one of the leading lifelong learning 
platforms in Southeast Asia. 

Today, OpenLearning employs 
over 75 people 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 3 million learners 
worldwide, thousands of courses 
and partnerships with over 200 
education providers, OpenLearning 
is at the forefront of a new wave of 
education delivery.

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Performance  
Highlights

Step change in growth
OpenLearning delivered a step change in revenue in FY21 as a result  
of continued growth across all key metrics and the introduction of the 
program delivery segment. These results were achieved through the  
hard work and dedication of OpenLearning’s team and the support of 
universities, education providers and stakeholders around the world.

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86%

Group revenue  
increase 86% YoY  
to $3.51 million

45% 

Gross sales  
increased 45% YoY  
to $4.16 million

43% 

Cash receipts 
increased by 43% 
YoY to $4.56 million

(all financial amounts are in AUD unless otherwise stated)

18% 

Total enrolments up 
18% YoY to 5.12 million

14% 

Total registered users up 
14% YoY to 3.12 million

170% 

Platform revenue increased  
170% YoY to $3.045 million

Highlights

•  Signed a 5‑year platform 

software‑as‑a‑service (SaaS) 
agreement with the University 
of Wollongong (UOW), a global 
top 200 university according  
to the QS World University 
Rankings 2021 with over 
36,000 students.

•  Signed a Platform SaaS 

agreement with Afterpay to 
enable them to deliver financial 
literacy and wellbeing courses 
via the OpenLearning platform.

• 

Implemented enhancements  
to the OpenLearning platform to 
enable self‑service subscription, 
payment and onboarding for 
education providers.

•  Completed the setup and 

migration of the BEST Network 
to new infrastructure and a SaaS 
model during OpenLearning’s 
first year as its technology and 
operating partner.

•  Successful commencement of 
the UNSW Transition Program 
Online (TPO), a four‑month 
direct entry program for 
prospective international 
students delivered in 
partnership with UNSW Global.

•  Successful commencement of 
the CS101 (short for ‘computer 
science 101’) micro‑credential 
program designed by industry 
experts in collaboration with 
Canva, Microsoft, Alibaba 
Cloud, Chronosphere and CT4 
for working professionals to 
develop their computational 
thinking and programming skills.

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Detailed  
Overview

OpenLearning provides the 
technology and services to 
education providers to enable 
them to build successful online 
education businesses:

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Scalable online learning platform 
Scalable online learning platform that is designed to increase 
learner engagement and satisfaction while providing 
end‑to‑end functionality for building an online education 
business, from marketing and payments through to course 
authoring, learning delivery, assessment and credentialing;

Program Delivery 
Program delivery capability across the full spectrum  
of services required to deliver world‑class programs  
on the OpenLearning platform in collaboration with 
top institutions on a revenue‑share basis; and

Value‑added services
Value‑added services for education providers, including a 
global marketplace to promote their online courses or degrees 
to millions of learners worldwide and a learning design services 
to accelerate adoption of the platform by collaborating with 
education providers to design high quality online courses.

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’s unique solution 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 over 
3 million learners;

•  Build a sustainable pipeline of international 
students by offering university foundation year 
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.

•  Increasing student engagement by providing  
a structured and supportive environment for 
educators to adapt their teaching and learning 
methodologies to the needs of today’s learners.

•  Enhance employment readiness of graduates 

through the development of self‑directed 
learning skills.

•  Future‑proofing their staff by enabling practical 
just‑in‑time professional learning opportunities 
whilst fostering a community of practice.

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6

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: 

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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 both 
education providers and learners such at 
OpenLearning becomes a trusted technology 
platform for managing data rights and privacy;

every user, regardless of whether they arrive at the 
OpenLearning platform through the marketplace 
or via an institution portal, has an OpenLearning 
user account;

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.

In short, an increase in the number of education providers on  
the OpenLearning platform has the potential to lead to an increase 
in the number of courses being delivered via the platform to both 
new and existing learners. This increase in courses and learners 
attracts new education providers to deliver their courses on  
the platform so that they can benefit from exposing their brand  
and courses to the OpenLearning userbase. 

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Partnerships

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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The University of Wollongong, 
a global top 200 university 
according to the QS World 
University Rankings 2021, is 
utilising OpenLearning to expand 
its offering in the lifelong learning 
market through world‑class short 
courses and micro‑credentials 
that engage and inspire learners.

iCollege Limited selected OpenLearning as 
its platform for AIT Online, its online offering 
that brings together a range of quality 
micro‑credentials from a group of specialist 
colleges and brands, each with established 
expertise and experience in delivering high 
quality education.

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DeakinCo., part of world‑leading Deakin University and a global 
leader in micro‑credentials, partnered with OpenLearning 
to develop a range of online short courses aligned to the 
OpenCreds framework that are designed for the 21st century, 
to improve workplace performance and future employability 
in Australia and beyond.

 
 
 
 
 
 
Partnerships (Cont.)

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Universiti Sains Malaysia (USM), 
a global top 200 university 
according to the QS World 
University Rankings 2021 with over 
30,000 students, has partnered 
with OpenLearning to launch 
micro‑credentials for personal and 
professional development in the 
education and health sectors.

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.

Australian Catholic University expanded its strategic 
partnership with OpenLearning and developed an online 
education program for nurses in collaboration with the 
Department of Health and Human Services shortly after 
the onset of the second wave of COVID‑19 in Victoria 
that improved their knowledge and understanding of 
providing nursing care in a COVID‑19 environment.

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OpenLearning received 
a total of 8 LearnX awards 
in 2021 for enabling our 
partners to design and 
deliver transformative 
learning experiences.

 
 
 
 
 
 
 
 
 
 
 
 
Managing  
Director’s Report

Dear fellow shareholders,

2021 was another transformative year for OpenLearning as our team adapted to 
rapid changes in the education sector and delivered strong growth across key 
metrics by executing on strategic partnerships and new product developments.

Product and Services Segment

Lifelong learning

3.1%

10.0%

56.2%

25.7%

3.9%

1.1%

Non-formal education

Certificates and diplomas Undergraduate courses

Postgraduate courses

Outlining tutoring

School education

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2

Non-accredited courses

Accredited courses

Source: IBISWorld Online Education in Australia (May 2021), emphasis on ‘Lifelong learning’ added by OpenLearning

Over the course of the past 
12 months, the Company continued 
to grow SaaS revenue and 
customers, implemented a range of 
enhancements to the OpenLearning 
platform, successfully set‑up and 
commenced delivery of the UNSW 
Transition Program Online (TPO) and 
Computer Science 101 (CS101) and 
achieved a step‑change in revenue. 

The Company grew revenue by 86% 
YoY to $3.5 million with operating 
cash receipts increasing 43% to 
$4.56 million. This acceleration in 
growth was a result of the shift to a 
software‑as‑a‑service model and 
successful introduction of the 
Program Delivery segment.

As of the end of FY21, 
OpenLearning has had over 
5.12 million enrolments from 
3.12 million registered learners 
across thousands of courses 
provided by 205 education 
providers, making it one of  
the world’s largest online 
education platforms. 

OpenLearning is targeting 
Australia’s $7.5 billion online 
lifelong learning market
The Australian online education 
market is expected to grow 8.2% 
and reach $7.9 billion in 2021, 
according to IBISWorld’s latest 
forecast. Lifelong learning, which 
includes both non‑accredited 
courses and accredited courses, 
accounts for 95%, or $7.5b, of the 
country’s online education market.

With over 3m learners, thousands  
of courses and partnerships with 
200 education providers, 
OpenLearning is already a pioneer  
in online education delivery in the 
Australian market. However, the 
Company has, to date, only scratched 
the surface of Australia’s online 
lifelong learning market by primarily 
operating in the non‑accredited 
segment (with an estimated market 
size of $245m). Given the platform’s 
capabilities and strong relationships 
with education providers, 
OpenLearning is now expanding  
into the much larger $7.2b online 
accredited qualification segment. 

OpenLearning also continues to 
make inroads in the strategically 
important Southeast Asian market 
where the combination of a large 
youth population and the need to 
significantly improve post‑secondary 
education access has driven many 
education institutions to look for 
innovative ways to deliver education. 

OpenLearning already has a 
dominant position in Malaysia’s 
online education market and has 
customers in Indonesia and 
Singapore. As the world struggles  
to address skills gaps in key areas, 
we are seeing increased interest 
from education providers to develop 
short courses and micro‑credentials 
on OpenLearning with growing 
regulatory support for 
micro‑credentials in our key markets.

The COVID‑19 pandemic has been  
a catalyst for online learning and  
is expected to drive structural 
change in the education sector for  
an extended period. The Company 
concurs with the emerging consensus 
view that many functions performed 
remotely due to the pandemic 
– education included – will only be 
partially reversed once COVID‑19 
eventually fades from view. 

A survey conducted by Pearson found 
that 90% of learners believe online 
education will be part of their university 
experience. OpenLearning is well 
placed for this structural shift. 
Even before the pandemic hit, 
the Company was providing its platform 
for blended learning (part online, part 
face‑to‑face). 

OpenLearning’s strategy to grow 
market share is well developed
To grow its presence in the broader 
online education sector, OpenLearning 
has positioned itself as a lifelong 
learning platform, encompassing  
short courses, micro‑credentials and 
qualifications. The Company is building 
its client base by empowering 
education providers to operate and 
enter the online lifelong learning market 
with a suite of products, including: 

•  Platform Subscription: 

OpenLearning provides its 
innovative learning platform  
and tools (e.g. BEST Network, 
OpenCreds) on a 
Software‑as‑a‑Service (SaaS) model 
to enable education institutions to 
deliver courses online. 

•  Program Delivery: OpenLearning 
partners with top institutions to 
deliver programs on the 
OpenLearning platform. As the 
delivery partner, the Company has 
capabilities across the full spectrum 
of program delivery requirements, 
including learning design, 
technology, learning platform, 
teaching, online facilitation, support 
and assessment.

•  Value‑added services: 

OpenLearning operates a lifelong 
learning marketplace and provides 
learning design services to its 
clients, which creates network 
effects and accelerates adoption  
of its platform. 

86% 

YoY increase in  
FY21 group revenue 
to $3.51 million

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Managing Director’s Report (Cont.)

Strong growth in Platform 
Revenues a FY21 highlight

OpenLearning’s Platform Revenue  
is derived from two products: 

1. Platform Subscription and 

2. Program Delivery. 

Platform Subscription revenues rose by 27%  
in FY21 to $1.43 million, while Program Delivery 
revenues, which were successfully introduced 
during OpenLearning’s FY21, totalled 
$1.61 million in the year. These two revenue 
streams, which are together categorised as 
‘Platform Revenue,’ jumped by 170%  
to $3.045 million in FY21.

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Platform Revenue (AUD, $ million)

$4

$3

$2

$1

$0

+170%

3.045

+56%

1.127

0.723

2019

2020

2021

170% 

YoY increase in FY21 
Platform Revenue

27% 

YoY increase in FY21 
Subscription Revenue

OpenLearning’s gross sales, which includes value‑added services; increased by 45% YoY to $4.16 million. Overall  
Group revenue, which deducts shared with education providers, jumped by 86% YoY to $3.51 million. OpenLearning’s 
cash receipts increased by 43% YoY to $4.56 million, underpinned by higher upfront payments from learners and  
SaaS customers.

Images 1–6: Group Revenue, Cash Receipts, Group Gross Sales, SaaS Customers (paying >$500/year), Cumulative Unique Users, and Cumulative 
Enrolments by financial year.

Group Revenue (’000)

Cash Receipts (’000)

$5

$4

$3

$2

$1

$0

$3,508

$1,603

$1,889

FY19

FY20

FY21

$5

$4

$3

$2

$1

$0

$4,555

$3,183

$2,243

FY19

FY20

FY21

Gross Sales (’000)

SaaS Customers

5000

4000

3000

2000

1000

0

$4,165

$2,868

$1,941

FY19

FY20

FY21

250

200

150

100

50

0

205

167

62

FY19

FY20

FY21

At the end of FY21, OpenLearning had over 3.12 million enrolments from 5.12 million registered learners in courses 
provided by over 205 education providers, making it one of the world’s largest online education platforms.

Cumulative Unique Users (’000)

Cumulative Enrolments (’000)

3500

3000

2500

2000

1500

1000

500

0

3,120

2,730

1,735

FY19

FY20

FY21

6000

5000

4000

3000

2000

1000

0

5,120

4,410

2,540

FY19

FY20

FY21

OpenLearning ended FY21 with a strong and advanced pipeline of potential clients in Australia and Malaysia, and with 
a number of additional clients already secured and expected to commence utilising the Company’s platform in FY22. 

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Managing Director’s Report (Cont.)

A different approach to Online Program Delivery (OPM)

OpenLearning

Traditional OPM

Xyz

#$%

• Same learning platform used 

• Different learning plaroform 

for all programs.

for each program.

• Student-centric delivery model 
for higher learner engagement 
and satisfaction.

• Delivery quality and student 

experience vary.

An expanded 
product offering 
feeds growth in 
Program Delivery 
revenue stream

OpenLearning’s Program 
Delivery segment grew  
in importance over FY21 
as the Company launched 
two programs targeting 
large accessible markets 
in partnership with 
top institutions.

Learning
platform
quality

Ability
to scale

16

• One program accepted 
by multiple institutions, 
more scalable.

• One program to only one 

institution, difficult to scale.

The first of these was the UNSW 
Transition Program Online (TPO),  
a highly scalable four‑month 
preparation program delivered by 
OpenLearning in collaboration with 
UNSW Global, which provides 
prospective international students 
with direct‑entry into the University 
of New South Wales, a global 
top 50 university.

The TPO leverages activity‑based 
learning, personalised coaching, 
portfolio‑based continuous 
assessment and high stakes 
interviews by leveraging technology 
led student engagement and 
identity verification pioneered by 
the OpenLearning platform. 

The first intake of the TPO occurred 
in March 2021. It was highly 
successful, with 86% of students 
receiving an offer from UNSW for 
either a degree or diploma after 
completing the TPO. The program 

subsequently completed further 
intakes in August, September and 
November 2021. Looking ahead, 
five intakes are scheduled for 2022.

OpenLearning and UNSW Global 
are now aiming to increase the 
number of other universities that 
recognise the program. To this  
end, seven universities across the 
United Kingdom, New Zealand  
and Australia, in addition to UNSW, 
have already recognised the TPO. 
In a clear pointer to the market 
demand, revenue from the TPO 
exceeded investment within its first 
year of operation.

OpenLearning’s second Program 
Delivery offering, the recently 
introduced technology upskilling 
micro‑credential named Computer 
Science 101 (CS101), is now also 
gaining traction. CS101 comprises 
four short courses that are designed 
by industry to up‑skill working 

professionals in computational 
thinking and programming. It brings 
together industry experts and 
leading technology companies, 
including Microsoft, Canva, 
Chronosphere, Alibaba Cloud and 
CT4, and is expected to grow further 
over time.

OpenLearning started development 
of CS101 in Q2 FY21, a task that also 
extended across the Company’s Q3 
FY21. The first CS101 intake 
occurred in OpenLearning’s H2 FY21 
and new cohorts will run throughout 
2022. OpenLearning is targeting the 
corporate and higher education 
sectors in its key markets of 
Australia, Malaysia and Singapore. 

Attracting international students from across the globe with the UNSW Transition Program Online

Including students who have paid or received offers.













Tech industry 
experts

Leading tech 
companies

Tertiary education providers

Australian tech workforce to grow 2x faster than 
other occupations, resulting in 809k tech workers 
by 2024, an increase of 113k from 2019.

OpenLearning’s CS101 is  
leveraging off growing demand  
for computer/tech skills.

The program comprises four main  
topics, providing a solid foundation  
in computer science:

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Introduction to programming 
and computational thinking 

Problem solving with 
automation and storage 

Data structures from  
C to Python 

Abstract data types and 
program design

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Managing Director’s Report (Cont.)

18

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 this 
and signed a number of significant 
agreements with top tier 
organisations that are expected to 
drive future revenue growth. 

In 2021, the Company transitioned  
a large number of its customers to 
usage‑based software‑as‑a‑service 
plans with fees set based on the 
number of educators, learners or 
organisations utilising the platform. 
While this change resulted in a 
short‑term decline in revenue from 
some customers, it will ensure that 
the Company’s subscription revenue 
is more closely aligned to usage of 
the OpenLearning platform. 

In late April 2021, the Company 
announced it had signed a SaaS 
agreement with Afterpay Corporate 
Services Pty Ltd (Afterpay). In July, 
Afterpay began delivering courses 
on OpenLearning with the launch of 
a free financial literacy education 
program for retail workers in 
partnership with the Australian 
Retailers Association. Afterpay is  
the first ASX20 company to directly 
leverage OpenLearning’s technology 
platform and signifies growing 
interest from large companies in 
online education. 

In mid‑June 2021, OpenLearning 
announced it had signed a 5‑year 
platform SaaS agreement with the 
University of Wollongong (UOW) 
with a minimum contract value of 
$624,250 including GST. UOW is a 
global top 200 university in the QS 
World University Rankings 2021 and 
has over 36,000 students across 
campuses in Australia, Malaysia, 
Hong Kong and Dubai. UOW intends 
to utilise OpenLearning’s platform  
to deliver short courses and 
micro‑credentials, as it expands  
its lifelong learning offering.

In 2021, the Company substantially 
enhanced the technology behind 
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 the 
founding members, UNSW and 
The University of Queensland (UQ), 
who pay an annual membership fee, 
a portion of which will go to the 
Company, to participate in 
the network.

The BEST Network’s most widely 
used application is Slice, a curated 
collection of over 21,000 medical 
images. Slice, an innovative cloud 
application, functions as a kind of 
“Google Maps of biomedical 
images”. Its capacity to display and 
annotate “virtual microscopy” 
images enables faculty at the world’s 
top universities to provide their 
students with images of human, 
animal and microbial tissues, both  
in health and disease.

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. 

OpenCreds gained traction in FY21 
with over 56 OpenCreds being 
developed and launched for public 
enrolment by education providers 
from Australia and Malaysia on the 
OpenLearning platform. Overall, 
OpenCreds is now being adopted by 
education providers across all 
sectors, including universities, 
vocational colleges and professional 
learning providers. 

For the first time, selected 
OpenCreds are being promoted 
nationwide through Open University 
Australia’s marketplace as a result of 
the agreement the Company signed 
with Open University Australia 
in FY20. 

Throughout FY21, OpenLearning 
continued to implement 
enhancements to the OpenLearning 
platform to speed up customer 
onboarding, self‑service course 
design, learning analytics, learner 
engagement and portfolios. In 
addition, the Company made a 
number of improvements to its 
assessment tools, integration and 
developed a new set of tools to 
identify academic misconduct in 
online learning. 

Corporate
In late FY21, OpenLearning 
announced that global investment 
group Alchemy Tribridge Sapphire 
Pty Ltd (ATL) had taken an 
approximate 17% stake in the 
Company via a placement. ATL also 
now has options to acquire a further 
circa 3%, making it OpenLearning’s 
largest shareholder. In conjunction 
with the placement, the Company 
conducted a rights issue to eligible 
shareholders to enable them to 
participate alongside ATL at the 
same price per share. 

OpenLearning ended FY21 with cash 
on hand as at 31 December 2021 was 
$4.59 million, inclusive of the 
proceeds of the placement to ATL. 
Post year end, OpenLearning’s cash 
holdings were further boosted by 
$1.58 million received from a rights 
issue to eligible existing 
OpenLearning shareholders. 

The funds raised will be utilised by 
the Company to continue executing 
its multi‑faceted growth strategy, 
which includes:

•  The provision of an end‑to‑end 

platform for education providers 
to move online and capitalise on 
demand for lifelong learning;

• 

Investment in product‑driven 
growth to increase sales and 
marketing efficiency; 

•  Expansion of its SaaS model’s 

addressable market by targeting 
new sectors, including registered 
training organisations and private 
education providers in Australia 
and Malaysia;

• 

Increasing enrolments and 
university partners for the UNSW 
Transition Program Online; and

•  Entry into the corporate 

up‑skilling and higher education 
markets with Computer Science 
101 (CS101) and 
Technology‑focused OpenCreds.

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 increasing 
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. 

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 would also like to 
welcome Ben Shields, who joined the 
Board at the end of FY21. 

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 2022 in a strong 
position with multiple strategic 
growth initiatives underway. In the 
near‑term, we are focused on 
growing our Platform Subscription 
revenue by investing in sales and 
marketing and implementing 
enhancements to our platform,  
and supporting our partners in the 
Program Delivery segment with 
new intakes of the UNSW Transition 
Program Online and CS101 
already underway. 

In FY22, we hope to see our 
investments in recent partnerships 
drive our revenue growth and the 
successful 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 FY21.

Kind regards

Adam Brimo 
Managing Director & Group CEO

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Chairman’s  
Report

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Dear fellow Shareholders,

I am delighted to present 
OpenLearning Limited’s 
Annual Report for the 
financial year ended 
31 December 2021. 

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 Asian markets and 
delivers programs in partnership 
with top institutions. 

In FY21, the Company successfully 
expanded into program delivery 
with the successfully 
commencement of the UNSW 
Transition Program Online (TPO),  
an innovative program developed in 
collaboration with UNSW Global for 
international students to gain entry 
into a global top 50 university. 

FY21 Year Results
In FY21, the Group continued its focus 
on growing revenue 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 
establishing new programs including 
UNSW TPO and CS101. 

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 a substantial 
increase in the Group’s revenue, 
which increased 86% y‑o‑y. 

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 
FY21 against FY20. 

The group achieved revenue growth 
of 86% to $3,507,542 in FY21. Loss 
after tax for FY21 increased by 19.6% 
YoY to $(6,726,080) as a result of 
investments in sales, marketing and 
new program development. 

Despite the Group’s losses, cash and 
cash equivalents remained at 
$4,588,563 as at 31 December 2021 
arising from a capital raising 
completed in November 2021.  
Post year‑end, the Company 
received $1.58 million from a rights 
issue to eligible existing 
OpenLearning shareholders.

Net cash flows used in operating 
activities were $(6,009,498) in FY21 
as the Group invested in 
establishing a number of strategic 
partnerships and programs in 
exchange for a share of future 
revenues from those initiatives. 

Strategy
The Company’s strategy is to 
provide a complete technology 
solution to education providers so 
that they can delivery higher quality 
online programs. In order to grow 
SaaS revenue, the Company is 
expanding its sales and marketing 
team, improving sales efficiency and 
focusing on aligning SaaS revenue to 
platform usage. 

At the same time, the Company  
was able to establish its program 
delivery business in FY21 with the 
successful commencement of the 
UNSW TPO – a great effort from our 
team in collaboration with UNSW 
Global. The TPO is a highly scalable 
program for prospective 
international student that is already 
being accepted by universities in the 
United Kingdom and New Zealand, 
in addition to Australia, where it 
provides direct entry into UNSW,  
a global top 50 university. 

Towards the end of FY21, the 
Company launched Computer 
Science 101 (CS101), a computer 
science micro‑credential program 
designed to bridge the skills gap, led 
by Founder and CTO David Collien 
and in collaboration with leading 
tech companies and experts. 

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 half 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 into 
UNSW for international students. 

Through the work that has been 
performed in FY21, 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.

Kevin Barry 
Chairman

Financial  
Report

Directors’ Report 

Auditor’s Independence Declaration 

Consolidated Statement of Profit or Loss and Other Comprehensive Income 

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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75

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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 2021.

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

Non‑Executive Director (re‑designated from executive director on 17 April 2021)

David Buckingham

Non‑Executive Director

Professor Beverley Oliver

Non‑Executive Director (resigned on 22 March 2022)

Maya Hari

Non‑Executive Director

Benjamin Shields

Non‑Executive Director (appointed on 1 December 2021)

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:

•  online program management serving direct‑entry programs that enable students to enter universities;

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

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•  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 2021 (“FY2021”):

•  gross sales of $4,164,930, an increase of 45.2% year‑on‑year (“y‑o‑y”);

• 

• 

revenue of $3,507,542, an increase of 85.7% y‑o‑y; and

loss after tax of $(6,726,080), an increase in losses of 19.6% y‑o‑y.

2021

$

Revenue from ordinary activities

Revenue comprises of the following:

  Platform SaaS fees

  Program delivery

  Marketplace sales

  Services sales

Gross sales

Less: Sharing of revenue with course creators

Revenue

3,507,542

1,888,636

1,433,206

1,611,386

726,822

393,516

1,127,453

–

1,121,159

619,886

4,164,930

2,868,498

(657,388)

(979,862)

3,507,542

1,888,636

2020

INC/(DEC)

$

%

85.7

27.1

100.0

(35.2)

(36.5)

45.2

(32.9)

85.7

The Group’s revenue growth accelerated in FY2021 as its market share increased in the Australian and Southeast Asian 
online lifelong learning market.

Strategy
OpenLearning offers a unique lifelong learning platform, encompassing short courses, micro‑credentials and 
qualifications. OpenLearning is building its client base by empowering education providers to operate and enter the  
online lifelong learning market with a suite of products, including:

•  Platform Subscription: Providing an innovative learning platform and tools on a SaaS model to enable education 

providers to deliver courses online.

•  Program Delivery: Partnering with top institutions to deliver programs on the OpenLearning platform with capabilities 

across full spectrum of program delivery.

•  Value‑added services: Providing a marketplace and learning design services to clients to drive network effects and 

accelerate platform adoption.

The Group is successfully capitalising on the accelerated shift towards online education through multi‑year agreements 
with leading education providers. OpenLearning ended FY2021 with 205 Platform Subscription customers and over 
3 million learners and 5 million enrolments in courses making it one of Australia and Southeast Asia’s largest lifelong 
learning platforms.

Financial highlights for FY2021
The Company is focused on growing revenue from its Platform Subscription and Program Delivery product lines, together 
categorised as ‘Platform Revenue’. With the introduction of the Program Delivery product line in FY2021, the Group has 
seen accelerating growth in Platform Revenue:

Platform Revenue (AUD, $ million)

$4

$3

$2

$1

$0

+170%

3.045

+56%

1.127

0.723

2019

2020

2021

The Group’s gross sales, which includes value‑added services increased by 45.2% y‑o‑y to $4,164,930 and after deducting 
revenue shared with education providers, revenue grew strongly by 85.7% y‑o‑y to $3,507,542. The Group’s cash receipts 
increased by 43.1% y‑o‑y to $4,555,236, as a result of upfront payments from learners and SaaS customers.

Group Revenue (AUD, $ million)

Cash Receipts (AUD, $ million)

$5

$4

$3

$2

$1

$0

3.508

1.603

1.889

2019

2020

2021

$5

$4

$3

$2

$1

$0

4.555

3.183

2.243

2019

2020

2021

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Directors’ Report (Continued)

Investment in platform and products
The Group is prioritising revenue growth and has continued to invest in its lifelong learning platform and the establishment 
of the Program Delivery segment, which began generating revenue in FY2021 and includes:

1.  Biomedical Education Skills and Training (BEST) Network, which enables medical education to be delivered online 

with a library of 21,000 medical images from leading universities;

2.  OpenLearning self‑service SaaS, which enables self‑service payment and onboarding for education providers to utilise 

OpenLearning’s lifelong learning platform;

3.  UNSW Transition Program Online, a four‑month direct entry program for prospective international students delivered 

by OpenLearning in partnership with UNSW Global;

4.  CS101, a micro‑credential designed by leading tech companies, industry experts and educators to up‑skill working 

professionals in computer science and programming; and

5.  OpenCreds, a lifelong learning micro‑credentialling framework designed to become an industry standard in Australia 

and Malaysia.

To ensure the success of these initiatives, the Group expanded its team and increased its investment in sales and 
marketing in FY2021. The Group’s main operating expenses by function and investments spent were:

Operating expenses

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  Sales and marketing

  Platform design and development

  Program and service delivery

Investing activities

  New programs

Total investment in growth initiatives

YEAR ENDED

YEAR ENDED

31 DECEMBER  
2021
$

31 DECEMBER  
2020
$

1,906,077

1,510,779

2,697,846

1,508,542

1,261,615

1,069,365

710,130

6,824,832

147,990

3,987,512

As a result of these investments, the Group’s loss after tax for FY2021 increased by 19.6% y‑o‑y to $6,726,080.

Despite the Group’s losses, cash and cash equivalents remained healthy at $4,588,563 as at 31 December 2021 assisted  
by a share placement.

Conclusion
The Group successfully executed against a number of key contracts during FY2021 thanks to the hard work and dedication 
of employees and the support of its partners. The directors are grateful for the support of the Company’s shareholders 
and are ensuring that funds are invested prudently.

The directors are pleased to report that investments made in the preceding twelve months in the new Program Delivery 
segment have already generated revenue in excess of the initial investment and the development of a new computer 
science program (CS101) has been completed and launched. With both components of Platform Revenue increasing in 
FY2021, OpenLearning is well positioned to capture an increasing share of the online lifelong learning market.

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 Company issued 31,182,796 ordinary shares at $0.093 each to a new investor, Alchemy Tribridge Sapphire Pty Ltd 

(‘Alchemy Tribridge’), pursuant to a share placement exercise in November 2021; and

(ii)  The Company also issued 2,150,537 ordinary shares to certain nominees of Alchemy Tribridge as facilitation shares at nil 

consideration in connection with the share placement.

Events after the reporting period
During the financial year, the Company undertook a pro‑rata non‑renounceable entitlement issue of 1 share for every 
6 shares held by shareholders registered at record date at an issue price of $0.093 per share. The prospectus for this 
entitlement issue also contains an offer to Alchemy Tribridge of 6,422,908 options exercisable at $0.093 per share on or 
before 30 September 2022.

The pro‑rata non‑renounceable entitlement issue closed after the financial year end on 14 January 2022. As a result,  
the Company issued 17,026,099 shares raising $1,583,427 from eligible shareholders. The Company intends to place to 
institutional investors the shortfall amount of $1,475,626 arising from the entitlement issue.

Future development, prospects and business strategies
The effects of Covid‑19 in the past year resulted in increasing acceptance of online learning delivery by education 
providers, especially in the lifelong learning segment, which is comprised of short courses and micro‑credentials for 
professional development. The Group has secured a number of new customers and strategic partners over the past two 
years, some of which have already contributed to the Group’s revenue in FY2021. Among these are:

•  an agreement with UNSW Global for the delivery of the UNSW Transition Program Online, which commenced 

operation in FY2021;

• 

• 

the implementation of usage‑based software‑as‑a‑service pricing for the OpenLearning platform, which closely ties 
platform usage to revenue thereby improving the economics of the Platform SaaS business;

the launch of CS101, a computer science micro‑credential program that is distributed to corporates and working 
professionals in partnership with tech companies and education providers; and

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

which began generating revenue in FY2021.

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.

The Group is currently reviewing its strategy to ensure it is sufficiently capitalising on its position in the lifelong learning 
market and is exploring strategic opportunities to increase shareholder value.

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 2021.

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Directors’ Report (Continued)

Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 31 December 2021 has been received and can be found 
on page 38 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

28 October 2021

28 October 2021

24 January 2022

DATE OF EXPIRY

9 December 2022

9 December 2022

31 August 2024

27 April 2025

30 September 2022

EXERCISE PRICE 
PER SHARE

NUMBER UNDER OPTION

$0.20

$0.30

$0.30

$0.30

$0.093

2,793,333

5,000,000

250,000

1,000,000

6,422,908

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.

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Performance rights
As at the date of this report there are 950,000 performance rights convertible to shares on 1:1 basis on issue 
(2020: 2,325,000).

These 950,000 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. None of 
these performance rights vested during FY2021.

Information Relating to Directors and Company Secretary

KEVIN BARRY

Qualifications

Experience

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).

Interest in Shares  
and Options

1,839,788 fully paid ordinary shares.

Options to acquire a further 1,000,000 ordinary shares.

Special Responsibilities

Member of Audit Committee and Remuneration Committee.

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

ADAM BRIMO

Qualifications

Experience

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

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’s 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 lifelong learning platform. Since that time, over 3 million students 
have joined courses, including the first massive open online courses (MOOCs) from 
Australia and Malaysia.

Interest in Shares  
and Options

6,682,475 fully paid ordinary shares.

Special Responsibilities

Group CEO

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

None

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Directors’ Report (Continued)

SPIRO PAPPAS

Qualifications

Experience

NON‑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 and OpenInvest 
(Wealthtech). Spiro is also an NED of DataMesh Group (Payment Fintech) and Cognian 
Technologies (IoT Proptech).

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

28

3,679,091 fully paid ordinary shares.

Options to acquire a further 1,000,000 ordinary shares.

Special Responsibilities

Member of Audit Committee.

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

Splitit Payments Ltd (appointed 20 January 2019; resigned 8 February 2021).

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 1,000,000 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 Way2Vat Limited (since 9 September 2021).

Current Director of Hiremii Limited (since 3 May 2021).

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

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.

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.

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

MAYA HARI

Qualifications

Experience

NON‑EXECUTIVE DIRECTOR

MBA, MS Engineering

Maya Hari is a global leader in technology as well most recently having spent 7+ years 
in Twitter serving as VP, Global Strategy & Operations and 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.

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

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s
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Directors’ Report (Continued)

BENJAMIN SHIELDS

NON‑EXECUTIVE DIRECTOR

Qualifications

Experience

Interest in Shares  
and Options

Special Responsibilities

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

30

B.Bus, MBA

Ben is a senior‑level professional with twenty years of corporate strategy, strategy 
execution and transformation experience.

In his corporate career and as a consultant, Ben has worked throughout Asia (China, 
Singapore, Hong Kong, Indonesia, Korea, Japan), the US and UK, primarily in the areas 
of growth strategy, mergers and acquisitions strategy, commercial & operational due 
diligence and strategy execution and organisational transformation.

Ben is Managing Director of Alchemy Growth, a boutique strategy advisory firm and is 
a Founding Partner of Alchemy Tribridge, the global investment firm. Ben was previously 
a Partner at Deloitte for more than twelve years.

In his community role, Ben is Chair of headspace National Youth Mental Health 
Foundation and is a Board member of PCYC NSW.

Ben has a Master of Business Administration from the University of Western Australia 
and is a member of the Australian Institute of Company Directors.

334,903 fully paid ordinary shares

None

None

NOVA TAYLOR

Qualifications

Experience

JOINT COMPANY SECRETARY

BA Laws, BA Science – Deakin University

Approximately 5 years’ experience working in Company Secretary and Assistant 
Company Secretary roles with listed companies. She previously worked for 
Computershare Investor Services Pty Limited in various roles for over 10 years.

ROBYN SLAUGHTER

JOINT COMPANY SECRETARY

Qualifications

MSc Corporate Governance with Graduate ICSA – London South Bank University

Experience

BA (Hons) Accounting and Finance – University of Lincoln

Qualified Governance Professional (CGI) and Associate of the Governance Institute of 
Australia (GIA), who holds a Masters degree in Corporate Governance and a Bachelors 
degree in Accounting and Finance. Ms Slaughter is currently a Company Secretary of 
and provides company secretarial support to various ASX listed, unlisted public and 
private companies across a range of Industries including financial services, 
biotechnology and healthcare, technology, cyber security and manufacturing.

Meetings of Directors
During the financial year 2021, 10 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

Benjamin Shields*

8

8

8

8

8

8

–

8

8

7

8

8

8

–

*  Benjamin Shields was appointed to the Board on 1/12/2021.

2

–

2

2

–

–

–

2

–

1

2

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Remuneration Report
The Remuneration Report for Non‑Executive Directors, Executive Director 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; and

(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; and

• 

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 

BENEFITS

LONG‑TERM BENEFITS

SHARE‑BASED PAYMENTS

EQUITY‑SETTLED  

SALARY  
AND FEES

PROFIT SHARE 
AND BONUSES

NON‑ 
MONETARY

LEAVE AND 
OTHER

ANNUATION

OTHER

LSL

UNITS

RIGHTS

PAYMENTS

INCENTIVE 

PLANS

SHARES/ 

OPTIONS/ 

CASH‑

SETTLED 

SHARE‑

BASED 

TERMIN‑

ATION 

BENEFITS

Executive Director 

Adam Brimo

Non‑Executive Directors 

Kevin Barry

Spiro Pappas

David Buckingham

32

Professor Beverley Oliver

Maya Hari

Benjamin Shields

Other KMP 

Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

Total KMP 

$

250,000

214,583

70,000

63,927

98,853

149,848

45,558

45,662

45,558

45,662

56,131

52,938

3,788

–

249,769

226,058

104,681

105,790

180,000

162,116

180,000

168,077

175,000

41,761

1,459,338

1,276,422

2021

2020

2021

2020

20211

2020

2021

2020

2021

2020

2021

2020

20212

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

20203

2021

2020

$

–

51,000

–

–

–

–

–

–

–

–

–

–

–

–

–

70,000

–

20,000

–

35,000

–

15,000

–

4,000

–

195,000

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

20,029

21,526

–

–

–

8,930

–

–

–

–

–

–

–

–

10,817

30,440

2,237

7,421

11,087

19,627

6,376

20,220

3,836

3,803

54,382

111,967

1.  Spiro Pappas was re‑designated from Executive to a Non‑Executive Director on 17 April 2021.

2.  Benjamin Shields – appointed to the Board on 1 December 2021.

3.  Christina He – joined October 2020.

PENSION 

AND 

SUPER‑

$

–

22,989

20,385

6,073

8,446

12,652

4,442

4,338

4,442

4,338

–

–

–

379

22,989

21,455

16,129

12,858

17,221

15,401

17,273

15,967

17,062

3,967

131,372

117,434

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

27,714

27,714

27,714

27,714

20,786

131,642

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

TOTAL

$

293,018

307,494

70,000

70,000

107,299

171,430

50,000

50,000

50,000

50,000

56,131

52,938

4,167

–

283,575

375,667

123,047

173,783

208,308

259,858

203,649

246,978

195,898

74,317

1,645,092

1,832,465

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

(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 Director 

Adam Brimo

Non‑Executive Directors 

Kevin Barry

Spiro Pappas

David Buckingham

Professor Beverley Oliver

Maya Hari

Benjamin Shields

Other KMP 

Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

Total KMP 

SALARY  

PROFIT SHARE 

NON‑ 

LEAVE AND 

AND FEES

AND BONUSES

MONETARY

OTHER

$

250,000

214,583

70,000

63,927

98,853

149,848

45,558

45,662

45,558

45,662

56,131

52,938

3,788

–

249,769

226,058

104,681

105,790

180,000

162,116

180,000

168,077

175,000

41,761

1,459,338

1,276,422

2021

2020

2021

2020

20211

2020

2021

2020

2021

2020

2021

2020

20212

2020

2021

2020

2021

2020

2021

2020

2021

2020

2021

20203

2021

2020

51,000

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

70,000

20,000

35,000

15,000

4,000

195,000

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

20,029

21,526

8,930

$

–

–

–

–

–

–

–

–

–

–

–

10,817

30,440

2,237

7,421

11,087

19,627

6,376

20,220

3,836

3,803

54,382

111,967

1.  Spiro Pappas was re‑designated from Executive to a Non‑Executive Director on 17 April 2021.

2.  Benjamin Shields – appointed to the Board on 1 December 2021.

3.  Christina He – joined October 2020.

PENSION 
AND 
SUPER‑
ANNUATION

$

22,989

20,385

–

6,073

8,446

12,652

4,442

4,338

4,442

4,338

–

–

379

–

22,989

21,455

16,129

12,858

17,221

15,401

17,273

15,967

17,062

3,967

131,372

117,434

OTHER

INCENTIVE 
PLANS

LSL

SHARES/ 
UNITS

OPTIONS/ 
RIGHTS

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

27,714

–

27,714

–

27,714

–

27,714

–

20,786

–

131,642

CASH‑
SETTLED 
SHARE‑
BASED 
PAYMENTS

TERMIN‑
ATION 
BENEFITS

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

TOTAL

$

293,018

307,494

70,000

70,000

107,299

171,430

50,000

50,000

50,000

50,000

56,131

52,938

4,167

–

283,575

375,667

123,047

173,783

208,308

259,858

203,649

246,978

195,898

74,317

1,645,092

1,832,465

1
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Directors’ Report (Continued)

(iii)  Service agreements
Remuneration and other terms of employment for the Executive Director 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 is paid a base salary of $250,000 per annum (plus superannuation). Adam is also entitled to an incentive bonus  
of up to $80,000 payable based on achieving selected and verified performance criteria.

(b)  Cherie Diaz (Managing Director, Australia)
Cherie is paid a base salary of $250,000 per annum (plus superannuation). Cherie is also entitled to an incentive bonus  
of up to $80,000 payable based on achieving selected and verified performance criteria and 200,000 performance rights.

(c)  Sarveen Kandiah (Managing Director, Malaysia)
Sarveen is paid a base salary of MYR330,000 per annum (plus superannuation). Sarveen is also entitled to an incentive 
bonus of up to MYR120,000 payable based on achieving selected and verified performance criteria and 200,000 
performance rights.

(d)  David Collien
David is paid a base salary of $180,000 per annum (plus superannuation). David is also entitled to an incentive bonus  
of up to $40,000 payable based on achieving selected and verified performance criteria and 200,000 performance rights.

(e)  Huat Koh
Huat is paid a base salary of $180,000 per annum (plus superannuation). Huat is also entitled to an incentive bonus of  
up to $20,000 payable based on achieving selected and verified performance criteria and 200,000 performance rights.

34

(f)  Christina He
Christina is paid a base salary of $175,000 per annum (plus superannuation). Christina is also entitled to an incentive bonus 
of up to $25,000 payable based on achieving selected and verified performance criteria and 150,000 performance 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.

(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; and

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

Performance rights
950,000 performance rights were issued in FY2020 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.

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.

$

(NOTE 1)

Directors

Options

Kevin Barry

1,000,000

9/12/2019

1,000,000

31,632

Spiro 
Pappas

1,000,000

9/12/2019

1,000,000

31,632

David 
Buckingham 1,000,000

9/12/2109

1,000,000

31,632

Professor 
Beverley 
Oliver

1,000,000

9/12/2019

1,000,000

Maya Hari

1,000,000

9/12/2019

1,000,000

31,632

31,632

5,000,000

5,000,000

158,160

Performance 
rights

Adam Brimo

1,000,000

9/12/2019

2,000,000

375,000

9/12/2019

750,000

1,375,000

2,750,000

David 
Buckingham

Other KMP

Performance 
rights

–

–

–

Cherie Diaz

200,000

1/10/2020

200,000

27,714

Sarveen 
Kandiah

David 
Collien

200,000

1/10/2020

200,000

27,714

200,000

1/10/2020

200,000

Huat Koh

200,000

1/10/2020

200,000

Christina He

150,000

1/10/2020

150,000

27,714

27,714

20,786

950,000

950,000

131,642

$

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

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

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Directors’ Report (Continued)

Directors

Options

Kevin Barry

Spiro Pappas

David Buckingham

Professor Beverley Oliver

Maya Hari

Other KMP

Performance rights

Cherie Diaz

Sarveen Kandiah

David Collien

Huat Koh

Christina He

36

VESTED

UNVESTED

BALANCE AT 
END OF YEAR

EXERCISABLE UNEXERCISABLE

TOTAL AT END 
OF YEAR

TOTAL AT END 
OF YEAR

NO.

NO.

NO.

NO.

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

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

200,000

200,000

200,000

200,000

150,000

950,000

–

–

–

–

–

–

–

–

–

–

–

–

1,000,000

1,000,000

1,000,000

1,000,000

1,000,000

5,000,000

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.

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

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

1 October 2020

Company

ENTITLEMENT 
ON EXERCISE

5,000,000 
ordinary 
shares

950,000 
ordinary 
shares

DATES EXERCISABLE

Within 3 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 
$

AMOUNT 
PAID/ 
PAYABLE BY 
RECIPIENT 
$

EXERCISE 
PRICE 
$

0.30

0.0321

1,500,000

–

0.1391

–

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

(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

Benjamin Shields

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

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

150,000

6,682,475

–

–

–

–

–

334,903*

–

–

–

–

–

1,839,788

3,679,091

416,666

–

–

334,903

504,209

177,945

3,556,743

152,523

–

484,903

17,344,343

*  Facilitation shares issued to Benjamin Shields pursuant to subscription agreement entered between the Company and 

Alchemy Tribridge Sapphire Pty Ltd.

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: 30 March 2022

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Auditor’s Independence Declaration

38

Consolidated Statement of Profit or 
Loss and Other Comprehensive Income

For the financial year ended 31 December 2021

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

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

2021

$

2020

$

3

4

3,507,542

1,888,636

157,784

108,605

(1,855,441)

(590,852)

(5,846,226)

(4,703,663)

(288,234)

(495,897)

(1,134,537)

(791,316)

(253,569)

(370,417)

(985,211)

(756,529)

(6,746,325)

(5,663,000)

24,924

(4,679)

56,279

(17,544)

(6,726,080)

(5,624,265)

–

–

(6,726,080)

(5,624,265)

(20,797)

(21,889)

(6,746,877)

(5,646,154)

(6,726,080)

(5,624,265)

(6,746,877)

(5,646,154)

(4.02)

(4.02) 

(3.90)

(3.75) 

5

6

9

9

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Consolidated Statement of  
Financial Position

As at 31 December 2021

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

40

Trade and other payables

Provisions

Lease liabilities

Deferred revenue

Non‑current liabilities

Lease liabilities

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

2021

$

2020

$

10

11

12

13

14

15

16

316,154

297,509

4,588,563

5,202,226

64,294

1,145,666

110,134

1,320,094

373,406

279,718

8,595,069

9,248,193

54,834

531,891

283,561

870,286

6,522,320

10,118,479

1,061,200

342,757

124,998

867,724

958,211

224,333

192,831

643,021

2,396,679

2,018,396

–

2,396,679

128,934

2,147,330

4,125,641

7,971,149

17

32,495,431

29,595,431

(30,444,116)

(25,037,705)

 18

2,074,326

3,413,423

4,125,641

7,971,149

Consolidated Statement of  
Changes in Equity

For the financial year ended 31 December 2021

SHARE
CAPITAL
(NOTE 17)

RESERVES 
(NOTE 18)

ACCUMULATED 
LOSSES

$

$

$

TOTAL

$

Opening balance at 1 January 2021

29,595,431

3,413,423

(25,037,705)

7,971,149

Loss for the year

Other comprehensive income

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

Total comprehensive loss for the year

–

–

–

–

(6,726,080)

(6,726,080)

(20,797)

–

(20,797)

(20,797)

(6,726,080)

(6,746,877)

Issuance of ordinary shares :

  new ordinary shares

Equity issuance costs

Transfer of fair value of expired options

Share‑based payment

3,100,000

(200,000)

–

–

–

–

3,100,000

(200,000)

–

–

(1,319,669)

1,319,669

1,369

–

–

1,369

Closing balance at 31 December 2021

32,495,431

2,074,326

(30,444,116)

4,125,641

SHARE
CAPITAL
(NOTE 17)

RESERVES 
(NOTE 18)

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

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

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Consolidated Statement of Cash Flows

For the financial year ended 31 December 2021

Operating activities

Receipts from customers

Payments to suppliers and employees

Proceeds from other income

NOTE

2021

$

2020

$

4,555,236

3,183,122

(10,722,518)

(8,280,575)

157,784

108,605

Net cash flows used in operating activities

22

(6,009,498)

(4,988,848)

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

Repayment of lease liabilities

42

Repayment of borrowing

Share issue expenses

Net cash flows generated from financing activities

Net (decrease) / 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

(28,140)

(710,130)

(738,270)

(9,916)

(147,990)

(157,906)

2,900,000

5,939,499

–

(171,817)

–

–

629,166

(168,431)

(17,727)

(356,369)

2,728,183

6,026,138

(4,019,585)

13,079

879,384

(25,083)

8,595,069

7,740,768

Cash and cash equivalents at end of the year 

11

4,588,563

8,595,069

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

Notes to the Financial Statements

31 December 2021

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 30 March 2022 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 a going concern basis, which contemplates the continuity of normal 
business activity and the realization and the settlement of liabilities in the ordinary course of business.

The Group incurred a net loss for the year of $6,726,080 (2020: $5,624,265) and net operating cash outflows of $6,009,498 
(2020: $4,988,848). As at 31 December 2021, the Group had accumulated losses of $30,444,116 (31 December 2020: 
$25,037,705).

As at 31 December 2021, the Group has net current assets of $2,805,547 (31 December 2020: $7,229,797) and cash and cash 
equivalents of $4,588,563 (31 December 2020: $8,595,069).

The Group has prepared a cashflow forecast for the next 12 months that indicate risk that the Group may not meet all its 
payment obligations. However, the directors believe that it is appropriate for the financial statements to be prepared on  
a going concern basis after consideration of the following factors:

• 

Increasing traction in revenue growth of the Platform Subscription and Platform Delivery segments with increasing cash 
inflow from these segments;

•  active management of the discretionary expenditure in line with funds availability; and

• 

raising of additional working capital through the issuance of securities and/or other funding.

Accordingly, the directors believe that the Group will be able to continue as a going concern and that it is appropriate to 
adopt the going concern basis in the preparation of the financial statements. In the event that the Group is unsuccessful in 
implementing the above stated objectives, a material uncertainty exists, that may cast significant doubt on the Group’s ability 
as a going concern and its ability to recover assets, and discharge liabilities in the normal course of business and at the 
amount shown in the financial statements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded  
asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue  
as a going concern.

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 20.

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.

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Notes to the Financial Statements (Continued)

1.  Summary of significant accounting policies (continued)
1.3  Principles of consolidation (continued)
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.

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.

44

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.

Intangible assets

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 indefinite life and are 
carried at cost less any impairment losses.

(ii)  Platform development
Platform development is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and any 
impairment losses. Platform development has an estimated useful life of five years. It is assessed annually for impairment.

(iii)  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.

(iv)  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;

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; and

• 

to develop a computer science program titled ‘CS101’.

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 or expected obsolescence period.

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Notes to the Financial Statements (Continued)

Impairment of non‑financial assets

1.  Summary of significant accounting policies (continued)
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.

46

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.

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.

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Notes to the Financial Statements (Continued)

1.  Summary of significant accounting policies (continued)
1.9 

Impairment (continued)

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).

48

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.

1.13  Revenue
Revenue arises from Platform SaaS fees, Program delivery, 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)  Program delivery
Revenue from program delivery is recognised over the period of the study program.

(c)  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, if any.

(d)  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, Program delivery 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.

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Notes to the Financial Statements (Continued)

1.  Summary of significant accounting policies (continued)
1.14  Taxes (continued)
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

50

• 

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.

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.

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.

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Notes to the Financial Statements (Continued)

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.

52

3.  Revenue

Revenue from contracts with customers

  Platform SaaS fees

  Program delivery

  Marketplace sales

  Services sales

GROUP

2021

$

1,433,206

1,611,386

69,434

393,516

2020

$

1,127,453

–

141,297

619,886

3,507,542

1,888,636

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1
3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the Financial Statements (Continued)

4.  Other income

Cash flow boost incentive / Government grant

Gain on lease modification

Others

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

Web‑hosting and other direct costs

  web‑hosting costs

  program delivery licence fee

54

Employee benefits expense

  share‑based payment 

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

foreign currency translation losses

impairment of trade receivables

travelling costs

GROUP

2021

$

139,122

15,241

3,421

157,784

2020

$

100,000

–

8,605

108,605

GROUP

2021

$

2020

$

963,224

729,050

590,852

–

1,369

131,643

18,721

164,648

104,865

15,875

176,199

61,495

593,325

483,791

–

1,962

17,973

9,841

1,422

14,909

66,096

29,586

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 $28,123,000 (2020: $20,580,000) 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

  movement in unrecognised temporary difference

Income tax attributable to entity 

GROUP

2021

$

2020

$

(6,726,080)

(5,624,265)

(1,729,125)

(1,507,822)

(22,624)

69,119

1,952,454

1,601,612

–

(200,705)

–

(100,068)

(62,841)

–

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:

Australia

Singapore

Malaysia

2021

%

26.0

17.0

24.0

2020

%

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 2021.

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

2021

$

2020

$

1,513,720

1,583,389

131,372

–

117,434

131,642

1,645,092

1,832,465

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.

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Notes to the Financial Statements (Continued)

8.  Auditors’ remuneration

Remuneration of the auditor for:

  auditing or reviewing the financial statements

GROUP

2021

$

2020

$

57,000

56,000

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

167,203,638

144,065,986

31 DECEMBER 
2021

31 DECEMBER 
2020

Effects of dilution from:

  share options issued to convertible note holders

  share options issued to advisors

–

–

5,537,495

558,667

56

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

167,203,638

150,162,148

10.  Trade and other receivables

CURRENT

Trade receivables

Provision for impairment

Other receivables

Provision for impairment

Total current trade and other receivables

NOTE

10a(i)

GROUP

2021

$

299,783

(21,539)

278,244

37,910

–

37,910

316,154

2020

$

330,006

(30,223)

299,783

73,623

–

73,623

373,406

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 
2020

OPENING 
BALANCE

1 JANUARY 
2020

$

$

$

$

(i)  Current trade receivables

187,094

 27,810

(184,681)

30,223

GROUP

NET MEASURE‑
MENT OF LOSS 
ALLOWANCE

AMOUNTS 
WRITTEN OFF

CLOSING 
BALANCE

31 DECEMBER 
2021

OPENING 
BALANCE

1 JANUARY 
2021

$

$

$

$

(i)  Current trade receivables

30,223

 16,354

(25,038)

21,539

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 2021 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.

2021

CURRENT

>30 DAYS PAST 
DUE

>60 DAYS PAST 
DUE

>90 DAYS PAST 
DUE

Expected loss rate

Gross carrying amount

Loss allowing provision

$

0%

$

0%

149,573

103,669

–

–

$

0%

–

–

$

25.5%

84,451

21,539

2020

CURRENT

>30 DAYS PAST 
DUE

>60 DAYS PAST 
DUE

>90 DAYS PAST 
DUE

Expected loss rate

Gross carrying amount

Loss allowing provision

$

0%

361,334

–

$

0%

5,706

–

$

0%

196

–

$

83.1%

36,393

30,223

TOTAL

$

6.4%

337,693

21,539

TOTAL

$

7.5%

403,629

30,223

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. 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 in liquidation or has entered 
into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.

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Notes to the Financial Statements (Continued)

11.  Cash and cash equivalents

Cash at bank and on hand

Cash with online payment providers

Short‑terms deposits placed with banks

12.  Furniture, fittings and equipment

GROUP

2021

$

2020

$

4,559,050

1,457,750

29,513

37,319

–

7,100,000

4,588,563

8,595,069

2021

Cost

At 1 January 2021

Additions

58

Exchange difference

At 31 December 2021

Accumulated depreciation

At 1 January 2021

Depreciation for the year

Exchange difference

At 31 December 2021

Net carrying amount

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

21,972

39,222

109,389

GROUP

COMPUTER

OFFICE 
EQUIPMENT

LEASEHOLD 
IMPROVEMENT

$

$

$

23,171

24,870

154

48,195

9,635

6,574

120

16,329

31,866

21,952

–

20

35,949

3,273

–

7,965

7,786

–

15,751

23,471

8,638

4,361

16

13,015

8,957

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

4,569

4,104

–

(35)

8,638

13,314

902

7,063

–

–

7,965

27,984

TOTAL

$

81,072

28,143

174

26,238

18,721

136

45,095

64,294

TOTAL

$

74,065

9,916

(2,431)

(478)

81,072

11,673

15,875

(1,009)

(301)

26,238

54,834

13. 

Intangible assets

DOMAIN 
NAMES AND 
TRADE‑
MARKS

GOODWILL

PLATFORM
DEVELOP‑
MENT

GROUP

LEARNING 
PLATFORM 
SOFTWARE
WORK‑IN‑
PROGRESS

2021

Cost

At 1 January 2021

Additions

Exchange difference

37,096

7,124

–

$

$

$

–

24,500

–

–

179,475

–

At 31 December 2021

44,220

24,500

179,475

Accumulated 
amortisation

At 1 January 2021

Amortisation for  
the year

Exchange difference

At 31 December 2021

–

–

–

–

–

–

–

–

–

–

–

–

Net carrying amount

44,220

24,500

179,475

LEARNING 
PLATFORM 
SOFTWARE

COURSE 
DESIGN

$

$

TOTAL

$

361,242

163,240

586,078

–

523,531

710,130

11,092

–

11,092

372,334

686,771

1,307,300

54,187

–

54,187

36,315

2,582

93,084

68,550

104,865

–

2,582

68,550

161,634

279,250

618,221

1,145,666

$

–

–

–

–

–

–

–

–

–

2020

Cost

At 1 January 2020

37,096

24,500

Reclassification

Additions

Exchange difference

–

–

–

–

–

–

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

–

–

453,341

–

–

–

–

–

–

–

–

–

–

163,240

163,240

(30,503)

–

(30,503)

361,242

163,240

586,078

–

61,495

(7,308)

54,187

–

–

–

–

–

61,495

(7,308)

54,187

307,055

163,240

531,891

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

Platform development is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and any 
impairment losses. Platform development has an estimated useful life of five years. Amortisation commences when the 
development is completed and ready for commercial use.

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.

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Notes to the Financial Statements (Continued)

Intangible assets (continued)

13. 
Course design is costs expended to develop the OpenCreds’ micro‑credential courses, the computer science program 
titled ‘CS101’ and the study courses for the UNSW Transition Program Online. It has a finite life based on the contract 
periods or expected obsolescence period and is carried at cost less accumulated amortisation and any impairment losses. 
Course design has an estimated useful life of between five and ten 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.

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

60

Movement in carrying amounts:

Leased office premises:

At 1 January

Additions / (Lease modification)

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

2021

$

2020

$

478,581

(369,376)

929

110,134

283,561

(9,708)

(164,648)

929

488,289

(207,963)

3,235

283,561

349,405

107,120

(176,199)

3,235

110,134

283,561

2021

$

164,648

4,679

8,788

27,430

208,035

2020

$

176,199

8,684

11,766

26,395

206,592

15.  Trade and other payables

CURRENT

Trade payables

Other payables and accrued expenses

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

Trade and other payables:

 – total current

Financial liabilities as trade and other payables

Trade and other payables are non‑interest bearing.

16.  Provisions

Current:

Provision for annual leave

GROUP

2021

$

701,379

359,821

1,061,200

2020

$

361,117

597,094

958,211

1,061,200

1,061,200

958,211

958,211

GROUP

2021

$

2020

$

342,757

224,333

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Notes to the Financial Statements (Continued)

17.  Share capital

31 DECEMBER 
2021

31 DECEMBER 
2020

$

$

197,358,300 (31 Dec 2020: 164,024,967) fully paid ordinary shares

32,495,431

29,595,431

17.1  Movements in ordinary shares

GROUP

2021

NO. OF SHARES

$ NO. OF SHARES

2020

$

Issued and fully paid ordinary shares:

At 1 January

164,024,967

32,195,761

139,666,641

25,477,155

Issuance of shares during the year :

 – placement of shares

 – public offering of shares

 – exercise of share options

 – Fair value adjustment on shares issued

62

At 31 December

Equity issuance costs

At 1 January

Costs arising from equity issuance

At 31 December

33,333,333

3,100,000

–

–

–

–

–

–

–

–

21,212,495

5,939,499

3,145,831

–

629,166

149,941

197,358,300

35,295,761

164,024,967

32,195,761

–

–

–

(2,600,330)

 (200,000)

(2,800,330)

–

–

–

(2,243,961)

 (356,369)

(2,600,330)

Total ordinary shares at 31 December

197,358,300

32,495,431

164,024,967

29,595,431

17.2  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*

On or before 31 August 2024

On or before 27 April 2025

Total unquoted options

EXERCISE 
PRICE PER 
SHARE

NUMBER  
ON ISSUE AT  
1 JAN 2021

ISSUED/ 
(LAPSED)

NUMBER  
ON ISSUE AT  
31 DEC 2021

$0.20

$0.20

$0.30

$0.30

$0.30

27,687,476

(27,687,476)

–

2,793,333

5,000,000

–

–

2,793,333

5,000,000

–

–

250,000

250,000

1,000,000

1,000,000

35,480,809

(26,437,476)

9,043,333

*  Exercise of the options is subject to escrow periods.

17.3  Performance rights
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 these performance rights vested during the financial year 2021.

18.  Reserves

Foreign currency translation reserve

Common control reserve

Share option reserve

GROUP

2021

$

2020

$

(30,967)

(10,170)

1,650,477

454,816

1,650,477

1,773,116

 2,074,326

 3,413,423

(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.

19.  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.

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Notes to the Financial Statements (Continued)

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.

GROUP

2021

2020

2021

2020

2021

2020

2021

2020

WITHIN 1 YEAR

1 TO 5 YEARS

OVER 5 YEARS

TOTAL

$

$

$

$

$

$

$

$

Financial assets – cash 
flows realisable

Trade and other 
receivables

Cash and short‑term 
deposits

 316,154

 373,406

 4,588,563  8,595,069

Total anticipated inflows  4,904,717  8,968,475

Financial liabilities  
due for payment

Trade and other 
payables

 1,061,200

 958,211

Lease liabilities

 124,998

 192,831

Total expected outflows   1,186,198

 1,151,042

 –

 –

 –

 –

 –

 – 

 –

 –

 –

 –

 128,934

 128,934

Net inflow/(outflow) on 
financial instruments

64

 3,718,519

 7,817,433

 –

 (128,934)

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 316,154

 373,406

 4,588,563  8,595,069

 4,904,717  8,968,475

 1,061,200

 958,211

 124,998

 321,765

 1,186,198  1,279,976

 –

 3,718,519  7,688,499

(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
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 within 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.

2021

GROUP

Functional currency of entity:

Australian dollar

Statement of financial position exposure

2020

GROUP

Functional currency of entity:

Australian dollar

Statement of financial position exposure

NET FINANCIAL ASSETS/(LIABILITIES) IN AUD

USD

SGD

OTHER

TOTAL AUD

30,135

 30,135

1,398

1,398

–

–

31,533

31,533

NET FINANCIAL ASSETS/(LIABILITIES) IN AUD

USD

SGD

OTHER

TOTAL AUD

33,091

 33,091

22,970

22,970

–

–

56,061

56,061

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 demonstrates the sensitivity of profit/(loss) and equity to a reasonably possible change in interest rates 
of +/‑ 50 basis points, with all other variables held constant.

Year ended 31 December 2021

+0.5% in interest rates

‑0.5% in interest rates

Year ended 31 December 2020

+0.5% in interest rates

‑0.5% in interest rates

GROUP

PROFIT

EQUITY

$

$

22,943

(22,943)

42,975

(42,975)

22,943

(22,943)

42,975

(42,975)

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Notes to the Financial Statements (Continued)

20. 

Interests in subsidiaries

NAME

PRINCIPAL ACTIVITIES 

COUNTRY OF 
INCORPORA‑
TION

PROPORTION (%) OF 
OWNERSHIP INTEREST

Held by the Company

OLG Australia Investors Pte Ltd

Investment holding

OpenLearning Global Pte Ltd

Held by OpenLearning 
Global Pte Ltd

Open Learning Global Pty Ltd

Investment holding and provision 
of online education platform and 
services

Singapore

Singapore

Provision of online program 
management, online education 
platform and services.

Australia

OpenLearning Global (M)  
Sdn Bhd

Provision of online education 
platform and services.

Malaysia

*  63.89% held via OLG Australia Investors Pte Ltd.

2021

%

100

100

100

100

2020

%

100

100*

100

100

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21.  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 has in previous financial years reported its operating segments on the basis of geographical locations,  
i.e. Australia, Malaysia, Singapore and Corporate (based in Australia). The Group has now revised its reportable operating 
segments on the basis of revenue and cost originations, as follows:

(a)  Australia;

(b)  South East Asia;

(c)  Global Platform;

(d)  Global Services; and

(e)  Corporate Overheads.

2021

AUSTRALIA

SOUTH EAST 
ASIA

GLOBAL 
PLATFORM

GLOBAL 
SERVICES

CORPORATE 
OVERHEADS

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

$

$

$

2,741,436

555,027

211,079

(847,879)

(15,568)

(2,429,197)

(817,583)

(212,518)

(38,675)

(445,945)

(244,963)

(20,642)

(37,248)

(136,761)

(21,710)

–

–

–

–

–

–

$

–

(991,994)

$

–

–

TOTAL

$

3,507,542

(1,855,441)

(1,763,546)

(835,900)

(5,846,226)

(36,744)

(297)

(288,234)

(475)

(28,835)

(495,897)

(539,913)

(312,413)

(1,134,537)

(278,790)

(354,055)

(791,316)

Segment profit/(loss)

(1,470,541)

(381,107)

211,079

(3,736,151)

(1,349,360)

(6,726,080)

Segment assets

Segment liabilities

3,592,693

1,435,977

577,927

553,722

–

–

–

–

2,351,700

6,522,320

406,980

2,396,679

2020

AUSTRALIA

SOUTH EAST 
ASIA

GLOBAL 
PLATFORM

GLOBAL 
SERVICES

CORPORATE 
OVERHEADS

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

$

–

(574,750)

$

–

–

TOTAL

$

1,888,636

(590,852)

(1,513,646)

(919,262)

(4,703,663)

(22,829)

–

(253,569)

–

(443,420)

(122,837)

(188,752)

(370,417)

(985,211)

(262,575)

(212,371)

(756,529)

–

–

–

–

–

–

$

$

$

1,285,587

509,996

93,053

–

(16,102)

(1,494,810)

(775,945)

(141,420)

(89,320)

(238,458)

(295,882)

(174,777)

(9,122)

(57,157)

(106,806)

(540,262)

846,714

636,458

Segment profit/(loss)

(1,112,536)

Segment assets

Segment liabilities

4,075,580

1,269,959

93,053

(2,309,975)

(1,754,545)

(5,624,265)

–

–

–

–

5,196,185

10,118,479

240,913

2,147,330

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Notes to the Financial Statements (Continued)

22.  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

 Gain on lease modification

 Share‑based payment

Changes in assets and liabilities:

Decrease in trade and other receivables 

Increase in trade and other payables

Net cash flows used in operating activities

GROUP

2021

$

2020

$

(6,726,080)

(5,624,265)

288,234

–

(43,355)

(15,241)

1,369

39,461

446,114

253,569

1,422

23,332

–

131,643

125,032

100,419

(6,009,498)

(4,988,848)

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23.  Events after the reporting period
During the financial year, the Company undertook a pro‑rata non‑renounceable entitlement issue of 1 share for every 
6 shares held by shareholders registered at record date at an issue price of $0.093 per share. The prospectus for this 
entitlement issue also contains an offer to Alchemy Tribridge Sapphire Pty Ltd of 6,422,908 options exercisable at $0.093 
per share on or before 30 September 2022.

The pro‑rata non‑renounceable entitlement issue closed after the financial year end on 14 January 2022. As a result, 
the Company issued 17,026,099 shares raising $1,583,427 from eligible shareholders. The Company intends to place  
to institutional investors the shortfall amount of $1,475,626 arising from the entitlement issue.

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 2021 and of the performance for the year ended 

on that date of the consolidated group;

2. 

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 

3.  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: 30 March 2022

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Independent Auditor’s Report

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Independent Auditor’s Report (Continued)

72

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Independent Auditor’s Report (Continued)

74

Shareholder Information

The shareholder information set out below was applicable as at 29 March 2022

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

41

448

335

748

226

NUMBER  
OF UNITS

6,470

1,415,615

2,793,872

26,534,072

183,634,370

% OF TOTAL 
ISSUED 
CAPITAL

0.00%

0.66%

1.30%

12.38%

85.66%

1,798

214,384,399

100.00%

Based on the price per security, number of holders with an unmarketable holding: 574, with total 1,932,019, amounting to 
0.90% 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

–

–

–

5

10

15

–

–

–

–

–

–

250,000

15,216,241

1.62%

98.38%

15,466,241

100.00%

NUMBER OF 
HOLDERS

NUMBER OF 
UNITS

% OF TOTAL 
PERFORMANCE 
RIGHTS

–

–

–

–

5

5

–

–

–

–

–

–

–

–

950,000

950,000

100.00%

100.00%

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Shareholder Information (Continued)

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

ALCHEMY TRIBRIDGE SAPPHIRE PTY LTD

MAGNA INTELLIGENT SDN BHD

BNP PARIBAS NOMS(NZ) LTD 

MR ADAM MAURICE BRIMO

RICHARD BUCKLAND

AUSTRALIAN CATHOLIC UNIVERSITY LIMITED

MR CLIVE ALYN MAYHEW‑BEGG

NARRON PTY LTD 

MR DAVID ANDREW COLLIEN

ORIENT GLOBAL HOLDINGS PTY LTD 

MS MEILIN MU

NICOLETTE HARPER

FRANK NOEL BEAUMONT

76

MR NICK THEODORAKOPOULOS

J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

MR KENNETH ALAN RISING & MRS MARIA RISING

TSIX PTY LTD 

HUNG CAPITAL GROUP PTY LTD

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

REMB NOMINEES PTY LTD 

BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD 

ORDINARY 
SHARES
NUMBER HELD

% OF ISSUED 
SHARES

36,379,929

16.97%

9,820,058

8,340,289

6,631,117

5,094,288

5,000,000

4,936,871

3,981,809

3,556,743

3,205,444

2,899,891

2,720,758

2,367,021

2,342,858

2,333,333

2,165,180

2,000,000

2,000,000

1,865,776

1,849,387

1,837,643

4.58%

3.89%

3.09%

2.38%

2.33%

2.30%

1.86%

1.66%

1.50%

1.35%

1.27%

1.10%

1.09%

1.09%

1.01%

0.93%

0.93%

0.87%

0.86%

0.86%

As at 29 March 2022, the 20 largest shareholders held ordinary shares representing 51.93% of the issued share capital.

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

NAME

Alchemy Tribridge Sapphire Pty Ltd and associated entities

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

36,379,929

9,820,058

8,288,754

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.

Corporate Directory

Directors

Kevin Barry

Adam Brimo

Spiro Pappas

Non‑Executive Chairman

Managing Director and Group CEO

Non‑Executive Director

David Buckingham

Non‑Executive Director

Maya Hari

Non‑Executive Director

Benjamin Shields

Non‑Executive Director

Joint Company Secretaries
Nova Taylor 
Robyn Slaughter

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

www.colliercreative.com.au  #OPL0008

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openlearning.com