ABN 18 635 890 390
OpenLearning Limited and Controlled
Entities
Audited Annual Financial Statements
31 December 2024
OpenLearning Limited and Controlled Entities
Corporate Directory
Directors
Spiro
Pappas
- Non-Executive Chairman
Adam Brimo
- Managing Director and Group CEO
Rupesh Singh
- Non-Executive Director
Matthew Reede
- Non-Executive Director
Company Secretary
Maria Clemente
Sally Greenwood
Registered Office
The Cooperage, Level 2, Suite 9, 56 Bowman Street
Pyrmont NSW 2009
Company Contact Number
Telephone +61 3 8395 5446
Fax +61 3 8678 1747
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
OpenLearning Limited and Controlled Entities
General information
Index
Page
Directors' report
1
Auditor’s independence declaration
17
Consolidated statement of profit or loss and other comprehensive income
18
Consolidated statement of financial position
19
Consolidated statement of changes in equity
20
Consolidated statement of cash flows
21
Notes to the financial statements
22
Consolidated entity disclosure statement
57
Directors’ declaration
58
Independent auditor’s report
59
Shareholder information
65
OpenLearning Limited and Controlled Entities
Directors’ report
- 1 -
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 2024.
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:
Spiro Pappas
- Non-Executive Director and Chairman
Adam Brimo
- Managing Director and Group CEO
Rupesh Singh
- Non-Executive Director
Mathew Reede
- Non-Executive Director
Particulars of each director’s experience and qualifications are set out later in this report.
Principal Activities
The principal activities of the Group during the financial year were:
• providing a cloud-hosted learning management system and lifelong learning platform for
delivering short courses, blended learning and online degrees; and
• promotion and sale of educational courses through a global marketplace.
Review of operations and financial position
Results for financial year 2024 (“FY2024”):
• gross sales of $3,705,044, an increase of 24.1% year-on-year (“YoY”);
• revenue of $2,283,531, a decrease of 0.4% YoY;
• loss after tax of $(2,851,622), a decrease in losses of 35.5% YoY;
OpenLearning Limited and Controlled Entities
Directors’ report
- 2 -
2024
$
2023
$
Inc / (Dec)
%
Revenue from ordinary activities
2,283,531
2,293,779
(0.4)
Revenue comprises of the following:
Platform SaaS fees
Program delivery
Marketplace sales
Services sales
2,144,727
–
1,549,429
10,888
1,845,865
287,280
792,949
59,029
16.2
(100.0)
95.4
(81.6)
Gross sales
3,705,044
2,985,123
24.1
Less: Sharing of revenue with course
Creators
(1,421,513)
(691,344)
105.6
Revenue
2,283,531
2,293,779
(0.4)
Loss after tax from ordinary activities
attributable to owners
(2,851,622)
(4,421,750)
(35.5)
Net loss attributable to owners
(2,851,622)
(4,421,750)
(35.5)
Commentary on the Results for the Year
The financial year ended 31 December 2024 (FY2024) was a period of organisational transformation
for OpenLearning, underpinned by a strategic focus on SaaS revenue expansion, AI-powered
product innovation, and international market penetration. The Company successfully executed its
growth and cost optimisation strategy, delivering consistent improvements in recurring revenue,
customer adoption, and operational efficiency, positioning itself for long-term scalability and
profitability.
Key financial highlights for FY2024:
•
Platform SaaS Annual Recurring Revenue (ARR) grew 23% YoY to $2.335 million by the
end of FY2024, driven by increased customer adoption and expansion of AI-powered
features.
•
Cash receipts from customers increased 24% YoY to $3.908 million, reflecting strong growth
across both SaaS and Marketplace service lines.
•
Net operating cash outflows improved by 35% YoY to $(2.152) million, as the Company
focused on cost reductions and improved operating efficiencies.
•
Loss after tax decreased by 35.5% YoY to $(2.852) million, reflecting disciplined cost
management, operating leverage from the Group’s core technology platform and revenue
growth.
OpenLearning Limited and Controlled Entities
Directors’ report
- 3 -
OpenLearning’s Product Offering
OpenLearning operates across two core business divisions – Platform Subscription and Marketplace
— each designed to provide scalable, AI-powered solutions to education providers and learners.
1. Platform Subscription (SaaS)
OpenLearning’s AI-powered Learning Management System (LMS) provides a full suite of tools for
online learning, course creation, and delivery, catering to education providers, universities, and
training institutions.
•
OpenLearning LMS – The flagship end-to-end learning platform, enabling institutions to
design, market, deliver, and manage online courses, micro-credentials, and degrees.
•
CourseMagic.ai – An AI-driven instructional design tool launched in June 2024, providing
educators with automated course-building features and seamless integration with other
major LMS platforms such as Canvas, Blackboard, and Moodle.
•
Biomedical Education and Skills Training (BEST) Network – A specialised teaching platform
with virtual microscopy capabilities designed for biomedical education in leading medical
schools.
This division operates on a SaaS subscription model, with recurring revenue based on the number
of users and AI tool usage. The growth of AI-driven tools within OpenLearning’s LMS has significantly
increased platform engagement and revenue per customer.
2. Marketplace
The Marketplace business provides student acquisition and course discovery solutions, creating an
additional revenue stream for OpenLearning and its education provider clients.
•
OpenLearning Marketplace – A global network of education marketplaces, featuring courses
from education providers and enabling seamless course promotion and enrolment
management.
•
The Uni Guide – Acquired in 2024, this higher education marketplace helps universities and
colleges recruit students, attracting nearly 1 million annual visitors, with a growing focus on
international student placements.
The Marketplace service line generated $1.549 million in gross sales in FY2024, growing 95.4% YoY,
reflecting the increasing demand for higher education marketing and recruitment services.
SaaS Revenue Growth and AI Product Expansion
OpenLearning's core Software-as-a-Service (SaaS) business continues to scale, with strong ARR
growth of 23% for FY2024. This growth was supported by:
•
Increased average revenue per B2B SaaS customer, which grew 17% YoY to $9,723 per
annum, reflecting higher-value contracts and deeper engagement with customers.
•
Continued expansion of AI-driven course development tools, leading to greater adoption
among education providers and increased usage of OpenLearning’s platform.
•
Successful launch of CourseMagic.ai in June 2024, with 126 paying customers by year-end
and growing global adoption.
AI innovations and other new enhanced features have played a key role in OpenLearning’s revenue
expansion and position it as a leading-edge learning management system that can support large-
scale deployments across educational institutions, corporations, and government sectors.
OpenLearning Limited and Controlled Entities
Directors’ report
- 4 -
Strategic Partnerships and International Expansion
The Company continued to build strategic alliances and expand into new geographic markets, with
key initiatives including:
•
Higher Education Expansion: Australian based expansion included a strategic partnership
with Meshed Group, integrating OpenLearning’s AI-powered Learning Management System
(LMS) with Meshed’s Student Management System, which has resulted in new customer
subscriptions from the Australian higher education and vocational education sectors.
•
Geographical Expansion: Continued growth in the Malaysian and Indonesian markets
throughout FY2024 with early traction in India and the Philippines with the signing of new
reseller agreements and an expanding the pipeline of international customers.
•
Acquisition of The Uni Guide, an Australian higher education marketplace, which is now
contributing to OpenLearning’s marketplace revenue growth and international student
recruitment efforts.
The international student recruitment market represents a significant long-term opportunity, with
OpenLearning leveraging The Uni Guide’s platform and its partnership with Education Centre of
Australia (ECA) to expand recruitment for Australian and overseas universities.
Cost Management and Financial Discipline
OpenLearning demonstrated disciplined cost management, achieving:
•
A 35% YoY reduction in net operating cash outflows, improving financial sustainability.
•
A 31% decrease in operating expenses, reflecting a strategic shift towards efficiency and
profitability.
•
A $2.0 million capital raise, including an increase in its loan facility by $1.0 million and
additional institutional investment, ensuring the Company is able to execute on its strategy
while investing in sales and product development.
Strategic Focus for FY25
OpenLearning is expanding across multiple verticals and geographies with a focus on:
•
Expanding its AI-powered LMS capabilities, further enhancing its Generative AI tools to drive
efficiency in course delivery, assessment and student engagement.
•
Establish go-to-market partnerships to grow the pipeline of larger scale platform deployments
that take advantage of the full suite of LMS and AI powered tools in both the higher education
and corporate sectors.
•
Deepening market penetration in key geographies, including its core markets of Australia
and Malaysia – in both the higher education and corporate sectors, and supporting the
Group’s resellers and partners in India, the Philippines and Indonesia to drive sales.
•
Scaling CourseMagic.ai, increasing adoption among educators and institutions worldwide,
and integrating new AI-driven features to improve retention and revenue growth.
•
Strengthening financial performance, continuing to optimise costs while driving higher-
margin SaaS revenue, with the goal of achieving cash-flow break-even.
By prioritising innovation, market expansion, and financial sustainability, OpenLearning aims to
solidify its position as a leader in AI-powered education technology while driving long-term growth
and value for its stakeholders.
OpenLearning Limited and Controlled Entities
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Conclusion
In FY2024, OpenLearning made significant progress in transforming its business and leveraging its
technology, delivering 16.2% SaaS revenue growth while achieving a 19.8% reduction in its cost
base. This was achieved while launching industry-leading Generative AI tools that are driving
platform adoption and expanding its international footprint in high-growth markets such as India, the
Philippines, Indonesia, and Malaysia.
While challenges remain, OpenLearning is well-positioned for sustainable growth, with a clear focus
on accelerating SaaS revenue, enhancing AI-driven solutions, and achieving cash-flow break-even.
The Company remains committed to delivering value for its shareholders, customers, and partners,
and expresses its deepest appreciation to its dedicated employees for their contributions to this
transformative year.
OpenLearning Limited and Controlled Entities
Directors’ report
- 6 -
Events after the reporting period
No matter or circumstance has arisen since the end of the financial year that has significantly
affected, or may significantly affect, the Group’s operations, the results of those operations, or the
Group’s state of affairs in future financial years.
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 2024.
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 31 December 2024 has been
received and can be found on page 17 of the financial report.
OpenLearning Limited and Controlled Entities
Directors’ report
- 7 -
Options
At the date of this report, the unissued ordinary shares of OpenLearning Limited under option are as
follows:
Grant Date
Date of Expiry
Exercise Price
per share
Number under
Option
28 October 2021
27 April 2025
$0.30
1,000,000
9 May 2024
2 July 2029
$0.05
1,000,000
28 June 2024
28 June 2029
$0.05
4,000,000
17 December 2024
17 December 2027
$0.05
5,000,000
Option holders do not have any rights to participate in any issues of shares or other interests of the
Company or any other entity.
For details of options issued to directors and executives as remuneration, refer to the remuneration
report.
Other than the above, there have been no options granted over unissued shares or interests of any
controlled entity within the Group during or since the end of the reporting period.
Performance rights
As at the date of this report there are 13,530,000 performance rights convertible to shares on 1:1
basis on issue (2023: 350,000).
These 13,530,000 performance rights shall vest within 3 years with one-third vesting annually,
subject to continued employment and the achievement of share price targets for each tranche. None
of these performance rights vested during FY2024.
Information Relating to Directors and Company Secretary
Spiro Pappas
– Non-Executive Director and Chairman
Qualifications
– B.Comm (Merit), AICD
Experience
– 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, Cognian Technologies (IoT Proptech) and Go Zero Group.
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 as the Chair of OpenInvest (Wealthtech), a NED of
DataMesh Group (Payment Fintech), 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.
OpenLearning Limited and Controlled Entities
Directors’ report
- 8 -
Spiro was also a member of a taskforce advising the Federal Government
on how to enable the SME sector for the digital age.
Interest in Shares and Options
– 3,679,091 fully paid ordinary shares, held directly and indirectly via Nicollete
Harper.
1,000,000 unlisted options, each exercisable at $0.05 and expiring 28 June
2029.
Special Responsibilities
– N/A
Directorships held in other listed
entities during the three years
prior to the current year
– Splitit Payments Ltd (Resigned 8 February 2021)
Adam Brimo
– Managing Director and Group CEO
Qualifications
– B.Eng (Software), B.Arts (Politics)
Experience
– 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 5 million students have joined courses, including the first massive open
online courses (MOOCs) from Australia and Malaysia.
Interest in Shares and Options
–
7,457,475 fully paid ordinary shares held directly and indirectly via Melissa
Ran and Strong Alliance Pty Ltd.
4,000,000 performance rights, which are subject to a three year vesting
period with various vesting hurdles and expire 28 June 2029; and
2,000,000 unlisted options, each exercisable at $0.05 and expiring 28 June
2029.
Special Responsibilities
– Group CEO
Directorships held in other listed
entities during the three years
prior to the current year
– None
Rupesh Singh
– Non-Executive Director
Qualifications
– GradDip (IT)
Experience
– Mr Singh is the founder and Chief Executive Officer of Education Centre of
Australia (ECA). Mr Singh is a highly regarded entrepreneur in the education
sector for his extensive hands-on experience in the Australia domestic
market and global expertise.
OpenLearning Limited and Controlled Entities
Directors’ report
- 9 -
Education Centre of Australia (ECA) is a diverse, multi-sector education
group that is at the forefront of Australia’s higher education sector, with
university partners across Australia, Europe and Southeast Asia.
Interest in Shares and Options
– 244,885,559 fully paid ordinary shares, held indirectly via ECA Investments
Group Pty Ltd (Atf the ECA Investments Group Trust) and ECA Investments
Group Pty Ltd.
Special Responsibilities
– N/A
Directorships held in other listed
entities during the three years
prior to the current year
– None
Matthew Reede
– Non-Executive Director
Qualifications
– Master of Commerce majoring in Marketing & Communications
Bachelor of Economics majoring in Accounting, Advanced Diploma of
Financial Services & Investor Relations
Experience
– Mr Reede has over 20 years’ experience in investment management,
business management and early stage finance. Mr Reede is managing
partner at Dominion Partners having founded the company in 2021, Director
of Caledonia Capital and Euphrates Capital in Australia and Director of
Colville Capital in the United Kingdom. The Company confirms that
Dominion Partners have been engaged since April 2023 to provide investor
relationship services to the Company.
Mr Reede has a wealth of experience in the education sector having co-
founded Performance Education Group in 2005, which grew to become
Australia’s largest Professional Year Provider in size and employment
outcomes before exiting his stake in the business to EDU Holdings in 2018.
Performance Education Group, now Gradability, was acquired by Online
Education Services (OES) in 2021.
In 2018, Mr Reede founded BioScore, which is a software platform for health
and fitness professionals to manage and report on performance tests and
other health test results and Habitat Travel in 2013, an online channel
management provider for accommodation operations and online travel
agents.
In his early career, Mr Reede worked for KPMG and Macquarie Bank, based
in Sydney, Australia.
Interest in Shares and Options
– 1,188,419 fully paid ordinary shares held directly and indirectly via
Euphrates Capital .
1,000,000 unlisted options, each exercisable at $0.05 and expiring 28 June
2029.
Special Responsibilities
– N/A
Directorships held in other listed
entities during the three years
prior to the current year
– None
Maria Clements
– Company Secretary (Appointed 1 August 2024)
Qualifications
– Diploma in Law - Law Extension Committee, University of Sydney
Australian Restructuring Insolvency & Turnaround Association (ARITA)
Advanced Certification
OpenLearning Limited and Controlled Entities
Directors’ report
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Bachelor of Arts - Major in Interdisciplinary Studies, Minor in English
Literature - Ateneo de Manila University, Philippines
Experience
– Ms. Clemente is a corporate governance and compliance expert with 15
years of experience in corporate advisory and is admitted as a lawyer in
New South Wales. Ms Clemente was a senior listings adviser at the ASX
where she had extensive involvement in the oversight of listed entities in the
information technology, telecommunications, consumer services and
agriculture sectors, and demonstrated solid understanding of the listing
rules and their application to capital raisings, mergers and acquisitions and
other corporate transactions. Maria currently advises several ASX-listed
entities and private companies and manages all levels of company
secretarial compliance.
Sally Greenwood
– Company Secretary (Appointed 1 August 2024)
Qualifications
– LLM Corporate Governance and Law with Graduate ICSA – University of
Portsmouth
LLB Law with Criminology – Sheffield Hallam University
Member of the Governance Institute of Australia
Experience
– Ms Greenwood is member of the Governance Instruction of Australia and
has over seven years' experience within the Corporate Governance space.
Ms Greenwood is currently appointed as Company Secretary to a number
of ASX Listed and unlisted entities. Prior to working in Australia, she gained
experience providing in-house company secretarial duties to a FTSE250
listed entity on the London Stock Exchange.
Working for entities operating in Americas, Asia Pacific and Europe, she has
a wide breadth of experience.
Meetings of Directors
During the financial year 2024, 8 meetings of directors were held. Attendances by each director
during the year was as follows:
Directors’ Meetings
Number eligible to attend Number attended
Adam Brimo
8
8
Spiro Pappas
8
8
Rupesh Singh
8
8
Matthew Reede*
7
7
*Matthew Reed was appointed to the Board on 21 February 2024
OpenLearning Limited and Controlled Entities
Directors’ report
- 11 -
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
(v) Other information
(i)
Remuneration Policy
The remuneration policy of the Group has been designed:
-
to align rewards to business outcomes that deliver value to shareholders
-
to create a high performance culture by setting challenging objectives and rewarding individuals
based on performance targets met
-
to ensure remuneration is competitive in line with market to motivate and retain executive talent
In absence of a Remuneration Committee, the Board 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;
-
short term incentives, being employee share schemes and bonuses for selected executives; and
-
long term incentives, including employee performance rights or options issued under the
Company’s employee incentive scheme.
The payment of bonuses, share options, performance rights and other incentive payments are
reviewed by the Board for approval. All bonuses, options, performance rights and incentives are
linked to pre-determined performance criteria.
OpenLearning Limited and Controlled Entities
Directors’ report
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(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
Cash-
settled
Share-
based Pay-
ments
Termin-
ation
Benefits
Total
Salary and
Fees
Profit Share
and
Bonuses
Non-
monetary
Leave
and Other
Pension
and Super-
annuation
Other
Incentive
Plans
LSL
Shares/
Units
Options/
Rights
$
$
$
$
$
$
$
$
$
$
$
$
$
Executive Director
Adam Brimo
2024
250,000
-
-
22,438
28,125
-
-
4,916
7,720
3,332
-
-
316,531
2023
250,000
-
-
12,469
26,630
-
-
5,073
-
-
-
-
294,172
Non-Executive
Directors
Spiro Pappas
2024
44,045
-
-
-
4,955
-
-
-
-
1,666
-
-
50,666
2023
44,244
-
-
-
4,756
-
-
-
-
-
-
-
49,000
John Merakovsky*
2024
-
-
-
-
-
-
-
-
-
-
-
-
-
2023
32,745
-
-
-
-
-
-
-
-
-
-
-
32,745
Rupesh Singh
2024
-
-
-
-
-
-
-
-
-
-
-
-
-
2023
-
-
-
-
-
-
-
-
-
-
-
-
-
Matthew Reede**
2024
27,081
-
-
-
3,057
-
-
-
-
1,666
-
-
31,804
2023
-
-
-
-
-
-
-
-
-
-
-
-
-
Benjamin Shields*
2024
-
-
-
-
-
-
-
-
-
-
-
-
-
2023
2,630
-
-
-
277
-
-
-
-
-
-
-
2,907
Other KMP
David Collien
2024
192,635
-
-
2,817
21,681
-
-
39,316
5,832
2,459
-
-
264,740
2023
186,750
-
-
11,795
20,081
-
-
-
-
-
-
-
218,626
Christina He***
2024
59,557
-
-
19,213
7,373
-
-
-
-
-
-
24,904
111,047
2023
185,000
-
-
-
19,887
-
-
-
-
-
-
-
204,887
Total KMP
2024
573,318
-
-
44,468
65,191
-
-
44,232
13,552
9,123
-
24,904
774,788
2023
701,369
-
-
24,264
71,631
-
-
5,073
-
-
-
-
802,337
* Resigned partway through FY2023
** Appointed partway through FY2023
*** Made redundant partway through FY2024
OpenLearning Limited and Controlled Entities
Directors’ report
- 13 -
(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.
The Company granted Mr Brimo a total of 4,000,000 Performance Rights due to vest in three
tranches based on share price targets, and 2,000,000 Unlisted Options at an exercise price
of $0.05 per share with an expiry date of 5 years from the date of issue subject to shareholder
approval.
(b) David Collien - Chief Technology Officer
David is paid a base salary of $189,000 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.
The above performance right lapsed on 9 January 2024.
The Company granted Mr Collien a total of 2,000,000 Performance Rights due to vest in
three tranches based on share price targets, and 1,000,000 Unlisted Options at an exercise
price of $0.05 per share with an expiry date of 5 years from the date of issue subject to
shareholder approval.
(c) Christina He - Strategy Director
Christina was paid a base salary of $185,000 per annum (plus superannuation). Christina
was 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.
The above performance right lapsed on 9 January 2024.
Her role was made redundant partway through FY2024.
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.
OpenLearning Limited and Controlled Entities
Directors’ report
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(iv) Share-based remuneration
Performance rights
Performance rights were issued in FY2020 to David Collien and Christina He, as disclosed in
the table below. These performance rights were due to 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.
The above performance rights lapsed on 9 January 2024.
Performance rights were issued in FY2024 to Adam Brimo and David Collien, as disclosed in
the table below. These performance rights are set to vest over three years, with one-third vesting
annually, subject to continued employment and the achievement of share price targets for each
tranche.
Rights granted as remuneration
Grant Details
Exercised
Lapsed
Balance at
Beginning
of Year
Grant Date
No.
Value
No.
Value
No.
Balance at
End of Year
$
$
No.
(Note 1)
(Note 17.3)
Performance rights
David Collien
200,000
1/10/2020
200,000
27,714
-
-
(200,000)
-
Chirstina He
150,000
1/10/2020
150,000
20,786
-
-
(150,000)
-
David Collien
-
9/5/2024
2,000,000
27,120
-
-
-
2,000,000
Adam Brimo
-
28/6/2024
4,000,000
45,560
-
-
-
4,000,000
350,000
6,350,000
48,500
-
-
(350,000)
6,000,000
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)
(Note 17.3)
Performance rights
Adam Brimo
4,000,000
-
-
-
4,000,000
David Collien
2,000,000
-
-
-
2,000,000
6,000,000
-
-
-
6,000,000
Note 1
The fair value of 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.
OpenLearning Limited and Controlled Entities
Directors’ report
- 15 -
Description of Options Issued as Remuneration
Details of the performance rights granted as remuneration to those KMP listed in the previous table are as
follows:
Grant Date
Issuer
Entitlement on
Exercise
Dates Exercisable
Exercise
Price
$
Value per
Performance
Right at
Grant Date
$
Amount Paid/
Payable by
Recipient
$
1 November 2020
Company
350,000 ordinary
shares
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
-
0.139(1)
-
9 May 2024
Company
400,000 ordinary
shares
Within 3 years with one-
third vesting annually,
subject to continued
employment
-
0.017(1)
-
9 May 2024
Company
800,000 ordinary
shares
Within 3 years with one-
third vesting annually,
subject to continued
employment and the
achievement of share
price target of $0.06
-
0.0133(1)
-
9 May 2024
Company
800,000 ordinary
shares
Within 3 years with one-
third vesting annually,
subject to continued
employment and the
achievement of share
price target of $0.12
-
0.0121(1)
-
28 June 2024
Company
400,000 ordinary
shares
Within 3 years with one-
third vesting annually,
subject to continued
employment
-
0.015(1)
-
28 June 2024
Company
1,600,000 ordinary
shares
Within 3 years with one-
third vesting annually,
subject to continued
employment and the
achievement of share
price target of $0.06
-
0.0116(1)
-
28 June 2024
Company
2,000,000 ordinary
shares
Within 3 years with one-
third vesting annually,
subject to continued
employment and the
achievement of share
price target of $0.12
-
0.0105(1)
-
(1) Performance right values at grant date were determined using the Black-Scholes method.
OpenLearning Limited and Controlled Entities
Directors’ report
- 16 -
(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:
Balance at
Beginning of
Year
Granted as
Remuneration
during the
Year
Issued on Exercise
of Options during
the Year
Other Changes
during the Year
Balance at End of
Year
Adam Brimo
6,967,475
-
-
490,000
7,457,475
Spiro Pappas
3,679,091
-
-
-
3,679,091
John
Merakovsky*
-
-
-
-
-
Rupesh Singh
89,685,875
-
-
155,199,684***
244,885,559
Matthew Reede
3,000
-
-
1,185,419
1,188,419
Benjamin
Shields*
-
-
-
-
-
David Collien
3,556,743
-
-
-
3,556,743
Christina He**
-
-
-
-
-
Total
103,892,184
-
-
156,875,103
260,767,287
* Resigned part way through FY2023
** Redundant in FY2024
*** Converted from the 3 million debt
The Group and the Education Centre of Australia executed an agreement on 6th June 2023 to provide
the Group with an unsecured loan facility of $3 million at an interest rate of 7.35% and a term of 2
years.
The Group and the Education Centre of Australia agreed to amend the terms of the unsecured loan
facility on 29th February 2024 to allow the Group to convert the outstanding $3 million facility into
equity at a 25% premium to the 30-day VWAP and provide an additional $2 million in unsecured debt
that could be converted into equity by the Group’s Board of Directors on the same terms.
Toward the end of FY2024, the Education Centre of Australia agreed to increase the limit on its loan
facility by $1 million.
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.
Spiro Pappas
Chairman
Dated: 31 March 2025
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF OPENLEARNING LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of OpenLearning Limited. As the lead audit partner for
the audit of the financial report of OpenLearning Limited for the year ended 31 December 2024, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
(ii)
any applicable code of professional conduct in relation to the audit.
HALL CHADWICK (NSW)
Level 40, 2 Park Street
Sydney NSW 2000
ANTHONY TRAVERS
Partner
Dated: 31 March 2025
OpenLearning Limited and Controlled Entities
- 18 -
Consolidated statement of profit or loss and other comprehensive income
For the financial year ended 31 December 2024
Note
2024
2023
$
$
Revenue
3
2,283,531
2,293,779
Other income
4
59,803
89,194
Items of expense
Web-hosting and other direct costs
(711,433)
(663,903)
Employee benefits expense
(2,293,977)
(3,348,870)
Depreciation and amortisation
(453,957)
(393,432)
Promotional and advertising
(210,113)
(186,555)
Professional services
(662,434)
(910,021)
General and administrative costs
(653,703)
(711,741)
(2,642,283)
(3,831,549)
Impairment Loss
13
–
(458,492)
Retrenchment Costs
(90,685)
(74,315)
Finance income
864
5,320
Finance expenses
(119,518)
(62,714)
Loss before tax
5
(2,851,622)
(4,421,750)
Income tax
6
–
–
Loss for the year
(2,851,622)
(4,421,750)
Other comprehensive income:
Item that may be reclassified subsequently to
profit or loss:
Exchange differences on translating foreign
operations
20,854
(6,250)
Total comprehensive loss for the year
(2,830,768)
(4,428,000)
Loss for the year attributable to:
Owners of the Company
(2,851,622)
(4,421,750)
Total comprehensive loss attributable to:
Owners of the Company
(2,830,768)
(4,428,000)
Losses per share attributable to owners of the
Company
Basic losses per share (cents)
9
(0.8)
(1.65)
Diluted losses per share (cents)
9
(0.8)
(1.65)
This statement should be read in conjunction with the notes to the financial statements
OpenLearning Limited and Controlled Entities
- 19 -
Consolidated statement of financial position
As at 31 December 2024
Note
2024
2023
$
$
ASSETS
Current assets
Trade and other receivables
10
157,267
478,165
Prepayments
150,899
164,136
Cash and cash equivalents
11
953,164
1,103,418
1,261,330
1,745,719
Non-current assets
Furniture, fittings and equipment
12
32,499
32,854
Intangible assets
13
2,096,831
1,557,581
2,129,330
1,590,435
Total assets
3,390,660
3,336,154
LIABILITIES
Current liabilities
Trade and other payables
14
705,524
766,822
Provisions
15
470,797
436,377
Deferred revenue
896,486
1,092,971
2,072,807
2,296,170
Non-current liabilities
Borrowings
16
2,058,694
3,050,578
2,058,694
3,050,578
Total liabilities
4,131,501
5,346,748
Net liabilities
(740,841)
(2,010,594)
(DEFICIT) / EQUITY
(Deficit) / Equity attributable to the owners of
the Company
Share capital
17
40,307,349
36,263,511
Accumulated losses
(42,795,792)
(39,994,037)
Reserves
18
1,747,602
1,719,932
Total deficit
(740,841)
(2,010,594)
This statement should be read in conjunction with the notes to the financial statements.
OpenLearning Limited and Controlled Entities
- 20 -
Consolidated statement of changes in equity
For the financial year ended 31 December 2024
This statement should be read in conjunction with the notes to the financial statements.
Share
Capital
(Note 17)
Reserves
(Note 18)
Accumulated
Losses
Total
$
$
$
$
Opening balance at 1 January 2024
36,263,511
1,719,932
(39,994,037)
(2,010,594)
Loss for the year
–
–
(2,851,622)
(2,851,622)
Other comprehensive income
Foreign currency translation,
representing total other
comprehensive loss for the year
–
20,852
–
20,852
Total comprehensive loss for the
year
–
20,852
(2,851,622)
(2,830,770)
Issuance of ordinary shares :
- new ordinary shares
4,117,293
–
–
4,117,293
Equity issuance costs
(73,455)
–
–
(73,455)
Transfer of fair value of expired
options
–
(1,367)
1,367
–
Transfer of fair value of lapsed
performance rights
–
(48,500)
48,500
–
Share-based payment
–
44,685
–
44,685
Issuance of unquoted options
–
12,000
–
12,000
Closing balance at 31 December
2024
40,307,349
1,747,602
(42,795,792)
(740,841)
Opening balance at 1 January 2023
36,263,511
1,726,182
(35,572,287)
2,417,406
Loss for the year
–
–
(4,421,750)
(4,421,750)
Other comprehensive income
Foreign currency translation,
representing total other
comprehensive loss for the year
–
(6,250)
–
(6,250)
Total comprehensive loss for the
year
–
(6,250)
(4,421,750)
(4,428,000)
Closing balance at 31 December
2023
36,263,511
1,719,932
(39,994,037)
(2,010,594)
OpenLearning Limited and Controlled Entities
- 21 -
Consolidated statement of cash flows
For the financial year ended 31 December 2024
Note
2024
2023
$
$
Operating activities
Receipts from customers
3,908,061
3,160,649
Payments to suppliers and employees
(6,089,261)
(6,512,831)
Proceeds from other income
28,812
35,075
Net cash flows used in operating activities
22
(2,152,388)
(3,317,107)
Investing activities
Purchase of furniture, fittings and equipment, net of
disposal
(10,456)
(10,782)
Purchase of intangible assets
(945,672)
(767,637)
Net cash flows used in investing activities
(956,128)
(778,419)
Financing activities
Proceeds from issuance of equity shares
951,846
–
Proceeds from borrowing
2,000,000
3,000,000
Net cash flows generated from financing activities
2,951,846
3,000,000
Net decrease in cash and cash equivalents
(156,670)
(1,095,526)
Effect of exchange rate changes on cash and cash
equivalents
6,416
(5,695)
Cash and cash equivalents at beginning of the year
1,103,418
2,204,639
Cash and cash equivalents at end of the year
11
953,164
1,103,418
This statement should be read in conjunction with the notes to the financial statements.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 22 -
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 31 March 2025 by the directors of the
Company.
1.
Summary of material 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 $2,851,622 (2023: $4,421,750) and net
operating cash outflows of $2,152,388 (2023: $3,317,107). As at 31 December 2024 the
Group had accumulated losses of $42,795,792 (31 December 2023: $39,994,037).
As at 31 December 2024, the Group has net current liabilities of $811,477 (31 December
2023: $550,451) and cash and cash equivalents of $953,164 (31 December 2023:
$1,103,418).
The Group has prepared a cashflow forecast for the next 12 months that indicates a 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 service line with
improved gross margins and increasing cash inflow from this service line is expected to
reduce cash outflows;
• implementation of cost reduction initiatives in January 2024 to further reduce operating
cash outflows were successful with operating cash outflows declining significantly over
the past year;
• introduction of new products in 2024 and the Group’s plan for expanding The Uni Guide
may provide the company with new revenue streams;
• active management of discretionary expenditure in line with funds availability; and
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 23 -
1.
Summary of material accounting policies (cont'd)
1.2
Going concern (cont’d)
• a $1 million increase in loan facility was secured from the Education Centre of Australia
to support the Company’s objectives; this new facility had not been drawn down as at the
date of this report. In addition, the Company successfully completed a $1 million capital
raise in December FY24. These developments reflect strong investor confidence and
position the Company well for future capital raising opportunities as needed.
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.
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 24 -
1.
Summary of material accounting policies (cont'd)
1.4
Functional and presentation currency
The functional currency of each of the Group’s entities is the currency of the primary
economic environment in which that entity operates. The consolidated financial statements
are presented in Australian dollars, which is the Parent Entity’s functional currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the date of the transaction. Foreign currency monetary items are translated
at the year-end exchange rate. Non-monetary items measured at historical cost continue to
be carried at the exchange rate at the date of the transaction. Non-monetary items measured
at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or
loss, except exchange differences that arise from net investment hedges.
Exchange differences arising on the translation of non-monetary items are recognised
directly in other comprehensive income to the extent that the underlying gain or loss is
recognised in other comprehensive income; otherwise the exchange difference is recognised
in profit or loss.
Group companies
The financial results and position of foreign operations, whose functional currency is different
from the Group’s presentation currency, are translated as follows:
-
assets and liabilities are translated at exchange rates prevailing at the end of the reporting
period;
-
income and expenses are translated at exchange rates on the date of transaction; and
-
all resulting exchange differences are recognised in other comprehensive income.
Exchange differences arising on translation of foreign operations with functional currencies
other than Australian dollars are recognised in other comprehensive income and included in
the foreign currency translation reserve in the statement of financial position and allocated to
non-controlling interest where relevant. The cumulative amount of these differences is
reclassified into profit or loss in the period in which the operation is disposed of.
1.5
Furniture, fittings and equipment
All items of furniture, fittings and equipment are initially recorded at cost. Subsequent to
recognition, furniture, fittings and equipment are measured at cost less accumulated
depreciation and any accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets
as follows:
Computer
60 months
Office equipment
60 months
Leasehold improvement
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 25 -
1.
Summary of material accounting policies (cont'd)
1.5
Furniture, fittings and equipment (cont’d)
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.
1.6
Intangible assets
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
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 26 -
1.
Summary of material accounting policies (cont'd)
1.6
Intangible assets (cont’d)
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.
1.7
Impairment of non-financial assets
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 27 -
1.
Summary of material accounting policies (cont'd)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 28 -
1.
Summary of material accounting policies (cont'd)
1.8
Financial instruments (cont’d)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 29 -
1.
Summary of material accounting policies (cont'd)
1.9
Impairment
The Group recognises a loss allowance for expected credit losses on financial assets that
are measured at amortised cost or fair value through other comprehensive income.
Loss allowance is not recognised for:
- financial assets measured at fair value through profit or loss; or
- equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the
expected life of a financial instrument. A credit loss is the difference between all contractual
cash flows that are due and all cash flows expected to be received, all discounted at the
original effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9:
Financial Instruments:
- the general approach; and
-
the simplified approach;
General approach
Under the general approach, at each reporting period, the Group assesses whether the
financial instruments are credit-impaired, and:
- if the credit risk of the financial instrument has increased significantly since initial
recognition, the Group measures the loss allowance of the financial instruments at an
amount equal to the lifetime expected credit losses; and
- if there has been no significant increase in credit risk since initial recognition, the Group
measures the loss allowance for that financial instrument at an amount equal to 12-month
expected credit losses.
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting
period, but instead requires the recognition of lifetime expected credit loss at all times.
This approach is applicable to:
- trade receivables or contract assets that result from transactions that are within the scope
of AASB 15: Revenue from Contracts with Customers, and which do not contain a
significant financing component; and
- lease receivables.
- In measuring the expected credit loss, a provision matrix for trade receivables is used,
taking into consideration various data to get to an expected credit loss (ie diversity of its
customer base, appropriate groupings of its historical loss experience, etc).
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 30 -
1.
Summary of material accounting policies (cont'd)
1.9
Impairment (cont’d)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 31 -
1.
Summary of material accounting policies (cont'd)
1.12
Employee benefits (cont’d)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 32 -
1.
Summary of material accounting policies (cont'd)
1.13
Revenue (cont’d)
(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.
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:
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 33 -
1.
Summary of material accounting policies (cont'd)
1.14
Taxes (cont'd)
– Where the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither accounting profit nor
taxable profit or loss; and
– In respect of deductible temporary differences associated with investments in
subsidiaries and associate, deferred tax assets are recognised only to the extent that
it is probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be
utilised.
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 34 -
1.
Summary of material accounting policies (cont'd)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 35 -
1.
Summary of material accounting policies (cont'd)
1.17
Leases (cont’d)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 36 -
2.
Critical accounting judgements and estimates (cont’d)
2.1
Judgements made in applying accounting policies (cont’d)
(c) Capitalisation of learning platform software and course design
Distinguishing the phases of a new customised software or course design project and
determining whether the recognition requirements for the capitalisation of development
costs are met requires judgement. Post-capitalisation, management monitors whether
the recognition requirements continue to be met and whether there are any indicators
that capitalised costs may be impaired.
2.2
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty
at the end of each reporting period, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are
discussed below. The Group based its assumptions and estimates on parameters available
when the financial statements were prepared. Existing circumstances and assumptions
about future developments, however, may change due to market changes or circumstances
arising beyond the control of the Group. Such changes are reflected in assumptions when
they occur.
(a) Impairment of non-financial assets
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.
(b) Impairment of receivables
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 37 -
3.
Revenue
Group
2024
2023
$
$
Revenue from contracts with customers
Platform SaaS fees
2,144,727
1,845,865
Program delivery
–
287,280
Marketplace sales
127,916
101,605
Services sales
10,888
59,029
2,283,531
2,293,779
3.1
The Group has disaggregated revenue into various categories in the following table. The
revenue is disaggregated by geographical market, product/service lines and timing of
revenue recognition.
4.
Other income
Group
2024
2023
$
$
Government grant
36,600
55,892
Others
23,203
33,302
59,803
89,194
Year ended 31 December
Platform SaaS
Program delivery
Services
Marketplace
Total
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
Geographical
markets
Australia
1,673,769 1,326,527
-
287,280
- 52,969 48,699
61,074 1,722,468 1,727,850
Malaysia
470,958
519,338
-
-
10,888
6,060 (1,439)
(4,320)
480,407
521,078
Singapore
-
-
-
-
-
- 80,656
44,851
80,656
44,851
2,144,727 1,845,865
-
287,280
10,888 59,029 127,916
101,605 2,283,531 2,293,779
Timing of revenue
recognition
Products and
services transferred
to customers:
At a point in time
-
-
-
-
-
- 127,916
101,605
127,916
101,605
Over time
2,144,727 1,845,865
-
287,280
10,888 59,029
-
- 2,155,615 2,192,174
2,144,727 1,845,865
-
287,280
10,888 59,029 127,916
101,605 2,283,531 2,293,779
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 38 -
5.
Loss for the year
Loss before income tax from continuing operations includes the following specific expenses:
Group
2024
2023
$
$
Web-hosting and other direct costs
- web-hosting costs
586,567
551,442
- program delivery licence fee
4,258
79,167
Employee benefits expense
- share-based payment
44,685
–
Depreciation and amortisation
- depreciation on furniture, fittings and equipment
11,658
13,063
-
amortisation of intangible assets
442,229
380,369
Professional services
- contractors
328,487
546,458
General and administrative costs
- gain from disposal of furniture, fittings and
equipment
(105)
–
- foreign currency translation losses
17,051
27,943
- impairment of trade receivables
38,004
16,937
- travelling costs
70,913
74,644
6.
Income tax
6.1
Income tax expense
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 $37,271,000
(2023: $36,943,000) 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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 39 -
6.
Income tax (cont’d)
6.2
The prima facie tax on losses from ordinary activities before income tax is reconciled to the
income tax as follows
Group
2024
$
2023
$
Loss before tax from continuing operations
(2,851,622)
(4,421,750)
Prima facie tax benefit on loss from ordinary activities before
tax at the domestic tax rates where the Group operates
(707,747)
(1,100,378)
Add/(subtract):
Tax effect of:
–
non-allowable items
13,167
1,118
–
effect of tax losses not recognised
(154,193)
702,633
–
movement in unrecognised temporary difference
848,773
396,627
Income tax attributable to entity
-
-
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:
2024
%
2023
%
Australia
25.0
25.0
Singapore
17.0
17.0
Malaysia
24.0
24.0
7.
Related Parties
7.1
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 2024.
The totals of remuneration paid to KMP of the Group during the year are as follows:
2024
$
2023
$
Short-term employee benefits
617,786
725,633
Post-employment benefits
65,191
71,631
Long-term employee benefits
44,232
5,073
Share-based payments
22,675
–
Termination benefits
24,904
-
Total KMP compensation
774,788
802,337
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 40 -
7.
Key Management Personnel (cont’d)
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.
Termination benefits
These amounts represent payments made or accrued in connection with the termination of
employment, including severance payments, redundancy costs, and any other contractual
entitlements due upon cessation of employment.
Further information in relation to KMP remuneration can be found in the directors’ report.
7.2
Related party transactions
Transactions with related parties
The following transactions occurred with related parties:
Group
2024
2023
$
$
Receipts for good and services - ECA and its
associates
36,835
28,521
Payments for good and services - ECA and its
associates
10,823
–
Payments for good and services – Dominion
36,935
27,00
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to the transactions
with related parties:
Group
2024
2023
$
$
Trade receivables - ECA and its associates
6,551
2,791
Loans to/from related parties
Borrowings are set out in note 15.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 41 -
8.
Auditors’ remuneration
Group
2024
$
2023
$
Remuneration of the auditor for:
–- auditing or reviewing the financial statements
77,535
64,735
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:
31 December
2024
31 December
2023
Weighted average number of ordinary shares for
basic losses per share computation
357,925,953
267,869,075
Weighted average number of ordinary shares for
diluted losses per share computation
357,925,953
267,869,075
10.
Trade and other receivables
Note
Group
2024
$
2023
$
CURRENT
Trade receivables
144,742
425,639
Provision for impairment
10a(i)
(2,890)
(8,064)
141,852
417,575
Other receivables
15,415
60,590
Provision for impairment
–
–
15,415
60,590
Total current trade and other receivables
157,267
478,165
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 42 -
10.
Trade and other receivables (cont’d)
Group
Opening
balance
Net
measure-
ment of loss
allowance
Amounts
written off
Closing
balance
1 January
2023
31 December
2023
$
$
$
$
a.
Lifetime Expected Credit Loss:
Credit Impaired
(i)
Current trade receivables
-
8,064
-
8,064
Group
Opening
balance
Net
measure-
ment of loss
allowance
Amounts
written off
Closing
balance
1 January
2024
31 December
2024
$
$
$
$
(i)
Current trade receivables
8,064
1,925
(7,099)
2,890
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 2024 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.
Current
>30 days
past due
>60 days
past due
>90 days
past due
Total
$
$
$
$
$
2024
Expected loss rate
0%
0%
0%
11.2%
1.8%
Gross carrying amount
105,432
12,842
15,989
25,895
160,158
Loss allowing provision
-
-
-
(2,890)
(2,890)
Current
>30 days
past due
>60 days
past due
>90 days
past due
Total
$
$
$
$
$
2023
Expected loss rate
0%
0%
0%
0%
0%
Gross carrying amount
136,697
208,858
24,115
108,495
478,165
Loss allowing provision
-
-
-
-
-
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 43 -
10.
Trade and other receivables (cont’d)
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.
11.
Cash and cash equivalents
Group
2024
2023
$
$
Cash at bank and on hand
944,525
1,086,743
Cash with online payment providers
8,639
16,675
953,164
1,103,418
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 44 -
12.
Furniture, fittings and equipment
Group
Computer
Office
equipment
Leasehold
Improvement
Total
$
$
$
$
2024
Cost
At 1 January 2024
61,212
20,647
–
81,859
Additions
10,456
–
–
10,456
Disposals
(15,858)
(10,183)
–
(26,041)
Exchange difference
1,031
1,041
–
2,072
At 31 December 2024
56,841
11,505
–
68,346
Accumulated depreciation
At 1 January 2024
35,487
13,518
–
49,005
Depreciation for the year
9,437
2,221
–
11,658
Disposals
(15,439)
(10,130)
–
(25,569)
Exchange difference
399
354
–
753
At 31 December 2024
29,884
5,963
–
35,847
Net carrying amount
26,957
5,542
–
32,499
Group
Computer
Office
equipment
Leasehold
Improvement
Total
$
$
$
$
2023
Cost
At 1 January 2023
52,887
18,790
–
71,677
Additions
8,657
2,125
–
10,782
Disposals
–
–
–
–
Exchange difference
(332)
(268)
–
(600)
At 31 December 2023
61,212
20,647
–
81,859
Accumulated depreciation
At 1 January 2023
26,063
10,201
–
36,264
Depreciation for the year
9,666
3,397
–
13,063
Disposals
–
–
–
–
Exchange difference
(242)
(80)
–
(322)
At 31 December 2023
35,487
13,518
–
49,005
Net carrying amount
25,725
7,129
–
32,854
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 45 -
13.
Intangible assets
* The impairment assessment, conducted in 2023 as per AASB 136, reflected the uncertainty surrounding
CS101 & OpenCreds and the cancellation of the UNSW Transition Program Online. Consequently, an
impairment loss was recognised based on their respective net book values.
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.
Domain
names and
trademarks
& Goodwill
Platform
develop-
ment
Learning
platform
software
Course
design
UniGuide
platform
– At cost
Total
$
$
$
$
$
$
2024
Cost
At 1 January 2024
91,087
1,570,488
359,906
767,769
–
2,789,250
Additions
–
679,672
–
–
266,000
945,672
Exchange difference
–
18,220
45,722
–
–
63,942
At 31 December 2024
91,087
2,268,380
405,628
767,769
266,000
3,798,864
Accumulated amortisation
At 1 January 2024
–
301,942
161,958
767,769
–
1,231,669
Amortisation for the year
–
364,850
37,550
–
39,900
442,300
Exchange difference
–
4,476
23,588
–
–
28,064
At 31 December 2024
–
671,268
223,096
767,769
39,900
1,702,033
Net carrying amount
91,087
1,597,112
182,532
–
226,100
2,096,831
2023
Cost
At 1 January 2023
91,087
802,851
374,628
767,769
–
2,036,335
Additions
–
767,637
–
–
–
767,637
Exchange difference
–
–
(14,722)
–
–
(14,722)
At 31 December 2023
91,087
1,570,488
359,906
767,769
–
2,789,250
Accumulated amortisation
At 1 January 2023
–
84,677
131,120
183,776
–
399,573
Amortisation for the year
–
217,648
37,219
125,502
–
380,369
Impairment*
–
–
–
458,492
–
458,492
Exchange difference
–
(383)
(6,381)
(1)
–
(6,765)
At 31 December 2023
–
301,942
161,958
767,769
–
1,231,669
Net carrying amount
91,087
1,268,546
197,948
–
–
1,557,581
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 46 -
13.
Intangible assets (cont’d)
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.
UniGuide platform is recorded at cost of acquisition. It has a finite life and is carried at cost
less accumulated amortisation and any impairment losses. UniGuide platform has an
estimated useful life of five years. Amortisation commences when the acquisition was
completed and ready for commercial use.
Intangible assets are allocated to two Cash Generating Units (CGUs). Domain names,
trademarks, goodwill, platform development, and learning platform software are allocated to
the OLL Platform CGU. The UniGuide/Prosple Platform CGU consists of the UniGuide
Platform.
The recoverable amounts of the CGUs are determined through value-in-use calculations,
utilising a five-year cash flow forecast derived from internal budgets and long-term
management forecasts. These calculations involve the adoption of assumptions and
estimates and are based on cash flow projections. The key assumptions used in estimating
the recoverable amounts are detailed below. Each assumption and estimate reflect
management's best estimate at the time of the valuation, drawing upon historical data from
both external and internal sources.
Key Assumptions – OL Platform CGU:
-
Platform Revenue Growth: It is assumed that platform revenue will sustain steady growth
over the next five years, with an annual growth rate of 25%.
-
Terminal Value Growth: A terminal value growth rate of 3% is applied to account for future
cash flows beyond the explicit forecast period.
-
Discount Rate: The discount rate utilised in the assessment is 10.03%, reflecting the risk-
adjusted rate of return required by investors.
Based on the conducted impairment assessment, no impairment losses have been identified
or recognised for the year ended 31 December 2024.
Sensitivity analysis:
-
If the key assumptions were adjusted as indicated in the table below, with all other
assumptions remaining the same as in the base impairment model, the Value in Use and
Headroom would be reduced. These changes to the key assumptions represent scenarios
that are considered unlikely by the group and would not alter the outcome of the
impairment test, except for the possible reduction in the expected platform revenue
growth. If the annual platform revenue growth is below 21.02%, the impairment test would
result in the impairment of the CGU's assets.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 47 -
Sensitivity in assumptions – OL Platform CGU
Value in Use
$
Headroom
$
Based on management’s assumptions and forecasts in
impairment analysis
13,746,984
11,876,253
Platform Revenue Growth Rate is reduced to 21.02%
1,870,731
–
Platform Revenue Growth Rate is reduced to 20%
(943,686)
(2,814,417)*
Discount Rate is increased from 10.03% to 21.58%
1,870,731
–
Terminal Value Growth is reduced from 3% to 0%**
8,769,630
6,898,899
* Represents amount of potential impairment
** The Value in Use is not significantly affected by changes in the Terminal Value Growth
assumption, provided there are no alternations to the other key assumptions.
Key Assumptions – UniGuide/Prosple Platform CGU:
-
UniGuide Platform Revenue Growth: It is assumed that platform revenue will sustain
steady growth over the next five years, with an annual growth rate of 25%.
-
Terminal Value Growth: A terminal value growth rate of 3% is applied to account for future
cash flows beyond the explicit forecast period.
-
Discount Rate: The discount rate utilised in the assessment is 10.03%, reflecting the risk-
adjusted rate of return required by investors.
Based on the conducted impairment assessment, no impairment losses have been identified
or recognised for the year ended 31 December 2024.
Sensitivity analysis:
-
If the key assumptions were adjusted as indicated in the table below, with all other
assumptions remaining the same as in the base impairment model, the Value in Use and
Headroom would be reduced. These changes to the key assumptions represent scenarios
that are considered unlikely by the group and would not alter the outcome of the
impairment test.
Sensitivity in assumptions – UniGuide/Prosple Platform CGU
Value in Use
$
Headroom
$
Based on management’s assumptions and forecasts in
impairment analysis
1,190,787
964,687.43
Platform Revenue Growth Rate is reduced to 8.62%
226,100
–
Discount Rate is increased from 10.03% to 30.93%
226,100
–
Terminal Value Growth is reduced from 3% to 0%*
860,221
634,121
* The Value in Use is not significantly affected by changes in the Terminal
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 48 -
14.
Trade and other payables
Group
2024
$
2023
$
CURRENT
Trade payables
298,109
350,239
Other payables and accrued expenses
407,415
416,583
705,524
766,822
a.
Financial liabilities at amortised cost
classified as trade and other payables
Trade and other payables:
– total current
705,524
766,822
Financial liabilities as trade and other payables
705,524
766,822
Trade and other payables are non-interest bearing.
15.
Provisions
Group
2024
$
2023
$
CURRENT
Provision for annual leave
342,941
385,740
Provision for long service leave
127,856
50,637
470,797
436,377
16.
Borrowings
ECA, OpenLearning’s major shareholder and associated with Non-Executive Director
Rupesh Singh, has provided an unsecured $6 million loan facility to support the Company’s
operations, including the debt conversion. Key terms include a fixed 7.35% per annum
interest rate, a two-year term, quarterly drawdowns, daily accrual of interest on the drawn
portion, and the Company’s option to repay the loan or any part thereof without penalty at
any time during the term, and an option to convert the debt into ordinary shares.
Group
2024
$
2023
$
Principal / Used facilities
2,000,000
3,000,000
Accumulated accrued interest
58,694
50,578
Borrowings
2,058,694
3,050,578
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 49 -
Group
2024
$
2023
$
Borrowings
As at 1 January
3,050,578
–
Conversion to ordinary shares
(3,103,994)
–
Drawdowns
2,000,000
3,000,000
Interest
112,110
50,578
Unused facilities as at 31 December
2,058,694
3,050,578
Group
2024
$
2023
$
Total facilities
As at 1 January
3,000,000
–
Additions
3,000,000
3,000,000
As at 31 December
6,000,000
3,000,000
Used facilities
As at 1 January
3,000,000
–
Drawdowns
2,000,000
3,000,000
As at 31 December
5,000,000
3,000,000
Unused facilities as at 31 December
1,000,000
–
17.
Share capital
31 December
2024
31 December
2023
$
$
482,674,641 (31 Dec 2023: 267,869,075) fully paid ordinary
shares
40,307,349
36,263,511
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 50 -
17.
Share capital (cont’d)
17.1
Movements in ordinary shares
Group
2024
2023
No. of shares
$
No. of shares
$
Issued and fully paid ordinary shares:
At 1 January
267,869,075
39,179,029
267,869,075
39,179,029
Issuance of shares during the year :
- debt conversion
155,199,684
3,103,994
- placement of shares
59,605,882
1,013,299
–
–
At 31 December
482,674,641
43,296,322
267,869,075
39,179,029
Equity issuance costs
At 1 January
–
(2,915,518)
–
(2,915,518)
Costs arising from equity issuance
–
(73,455)
–
–
At 31 December
–
(2,988,973)
–
(2,915,518)
Total ordinary shares at 31 December
482,674,641
40,307,349
267,869,075
36,263,511
17.2
Movements in unquoted options over ordinary shares
Exercise period
Exercise
price per
share
Number on
issue at 1
Jan 2024
Issued /
(Lapsed)
Number on
issue at 31
Dec 2024
On or before 31 August 2024
$0.30
250,000
(250,000)
–
On or before 27 April 2025
$0.30
1,000,000
–
1,000,000
On or before 17 December 2027
$0.05
–
5,000,000
5,000,000
On or before 28 June 2029
$0.05
–
4,000,000
4,000,000
Employee Option Plan
$0.05
–
1,000,000
1,000,000
Total unquoted options
1,250,000
9,750,000
11,000,000
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. 750,000 of these performance rights have lapsed
upon the leaving of a key management person of the Group. The remaining 200,000 were
lapsed during the financial year 2024.
2,000,000 and 4,000,000 performance rights were granted on 9 May 2024 and 28 June 2024,
respectively, to key management personnel of the Company. 3,880,000 and 3,650,000
performance rights were granted on 9 May 2024 and 19 July 2024, respectively, to the other
staff of the Company. These performance rights are exercisable to 13,530,000 ordinary
shares in the Company with Nil consideration over 3 years, vesting in three trenches and
expiring five years from the date of allotment. None of these performance rights vested during
the financial year 2024.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 51 -
18.
Reserves
Group
2024
2023
$
$
Foreign currency translation reserve
40,441
19,588
Common control reserve
1,650,477
1,650,477
Share-based payment reserve & Other reserve
56,684
49,867
1,747,602
1,719,932
(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) Other reserve
Other reserve records items recognised as expenses on valuation of performance rights
and 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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 52 -
19.
Financial risk management (contd)
(a) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s exposure to liquidity risk arises
primarily from cash outflows from current operating losses. The Group’s objective is to
focus on maintaining an appropriate level of overheads in line with the Group’s business
plan and available cash resources, with the objective of achieving a cashflow positive
business within the budgeted timeline.
The table below summarise the maturity profile of the Group’s financial assets and
liabilities at the end of the reporting period based on contractual undiscounted
repayment obligations.
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2024
2023
2024
2023
2024
2023
2024
2023
Group
$
$
$
$
$
$
$
$
Financial assets
– cash flows
realisable
Trade and other
receivables
157,267
478,165
-
-
-
-
157,267
478,165
Cash and short-
term deposits
953,164 1,103,418
-
-
-
-
953,164 1,103,418
Total anticipated
inflows
1,110,431 1,581,583
-
-
-
- 1,110,431 1,581,583
Financial
liabilities due for
payment
Trade and other
payables
705,524
766,822
-
-
-
-
705,524
766,822
Lease liabilities
- -
-
-
-
- - -
Total expected
outflows
705,524
766,822
-
-
-
-
705,524
766,822
Net
inflow/(outflow) on
financial
instruments
404,907
814,761
-
-
-
-
404,907
814,761
(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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 53 -
19
Financial risk management (cont’d)
(b) Credit risk (cont’d)
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.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 54 -
19
Financial risk management (cont’d)
(c) Foreign currency risk (cont’d)
2024
Net Financial Assets/(Liabilities) in AUD
Group
USD
SGD
Other
Total AUD
Functional currency of entity:
Australian dollar
(78,171)
5,791
1,764
(70,617)
Statement of financial position
exposure
(78,171)
5,791
1,764
(70,617)
2023
Net Financial Assets/(Liabilities) in AUD
Group
USD
SGD
Other
Total AUD
Functional currency of entity:
Australian dollar
(61,467)
52,513
-
(8,954)
Statement of financial position
exposure
(61,467)
52,513
-
(8,594)
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.
(d) Interest rate risk
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.
Group
Profit
Equity
$
$
Year ended 31 December 2024
+0.5% in interest rates
4,766
4,766
-0.5% in interest rates
(4,766)
(4,766)
Year ended 31 December 2023
+0.5% in interest rates
5,517
5,517
-0.5% in interest rates
(5,517)
(5,517)
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 55 -
20.
Interests in subsidiaries
Name
Principal activities
Country of
incorporation
Proportion (%) of
ownership interest
2024
2023
%
%
Held by the Company
OpenLearning Global
Pte Ltd
Investment holding and
provision of online
education platform
and services
Singapore
100
100
Held by OpenLearning
Global Pte Ltd
Open Learning Global
Pty Ltd
Provision of online
program management,
online education
platform and services.
Australia
100
100
OpenLearning Global
(M) Sdn Bhd
Provision of online
education platform
and services.
Malaysia
100
100
21.
Operating segments
Management has determined that the Group operates in one reportable business segment
– Educational Solutions. After the reorganisation, the Group stopped disaggregating
operations into geographical segments. Within the reportable business segment, the Group
is organised into two service lines: SaaS Platform and Marketplace. The determination of
these operating categories is based on the internal reports reviewed and used by the Chief
Executive Officer and Chief Financial Officer (who are identified as the CODM) in assessing
revenue performance and determining the allocation of resources.
OpenLearning Limited and Controlled Entities
Notes to the financial statements – 31 December 2024
- 56 -
22.
Cash flow information
Reconciliation of cash flows from operating activities with loss after income tax:
Group
2024
2023
$
$
Loss after tax
(2,851,622)
(4,421,750)
Non-cash flows in loss for the year:
Depreciation and amortisation
453,958
393,431
Unrealised exchange (gain) / loss
89,348
7,681
Gain on lease modification
472
–
Impairment
–
458,492
Share-based payment
44,684
–
Changes in assets and liabilities:
Decrease in trade and other receivables
324,967
201,590
Increase in trade and other payables
(214,195)
43,449
Net cash flows used in operating activities
(2,152,388)
(3,317,107)
23.
Events after the reporting period
No matter or circumstance has arisen since the end of the financial year that has significantly
affected or may significantly affect, the Group’s operations, the results of those operations,
or the Group’s state of affairs in future financial years.
OpenLearning Limited and Controlled Entities
Consolidated entity disclosure statement
As at 31 December 2024
- 57 -
Entity name
Entity type
Place formed
/ Country of
incorporation
Ownership
interest %
Tax
residency
OpenLearning
Limited
Body corporate
Australia
N/A
Australia *
OpenLearning
Global Pte Ltd
Body corporate
Singapore
100
Singapore
Open Learning
Global Pty Ltd
Body corporate
Australia
100
Australia *
OpenLearning
Global (M) Sdn Bhd
Body corporate
Malaysia
100
Malaysia
* OpenLearning Limited (the ‘head entity’) and its wholly-owned Australian subsidiary have formed
an income tax consolidated group under the tax consolidation regime.
OpenLearning Limited and Controlled Entities
Directors’ declaration
- 58 -
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 2024 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.
4.
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.
the information disclosed in the attached consolidated entity disclosure statement is true and
correct.
On behalf of the Board of Directors
Spiro Pappas
Chairman
Dated: 31 March 2025
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OPENLEARNING LIMITED
AND CONTROLLED ENTITIES
Opinion
We have audited the financial report of OpenLearning Limited (the Company) and controlled entities
(the Group), which comprises the consolidated statement of financial position as at 31 December 2024,
the consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended,
and notes to the consolidated financial statements, including a summary of material accounting policies
and other explanatory information, consolidated entity disclosure statement and the directors’
declaration.
In our opinion, the accompanying financial report of OpenLearning Limited and controlled entities is in
accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its
performance for the year then ended; and
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis of Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those standards require that
we comply with relevant ethical requirements relating to audit engagements and plan and perform the
audit to obtain reasonable assurance about whether the financial report is free from material
misstatement. Our responsibilities under those standards are further described in the Auditor’s
responsibility section of our report. We are independent of the Company in accordance with the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the company, would be in the same terms if given to the directors as at the time
of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss
after tax of $2,851,622 and operating cash outflows of $2,152,388 during the year ended 31 December
2024. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1,
indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OPENLEARNING LIMITED
AND CONTROLLED ENTITIES
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the year ended 31 December 2024. These matters were addressed
in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter
How Our Audit Addressed
the Key Audit Matter
Intangible Assets (Note 13)
Capitalisation of costs
The Group capitalises costs related to the development
of OpenLearning platforms. Platform development is
core to the Group’s operations and requires judgement
as to whether relevant costs meet the capitalisation
criteria of AASB 138 Intangible Assets.
During the year, the Group has capitalised labour costs
of its engineering team for work allocated to activities
aimed at creating additional features or enhancing
existing features of the OpenLearning platform,
intended to generate additional revenue. During the
year, the Group capitalised development costs on its
platforms amounting to $679,672.
In addition, during the year, the Group acquired Prosple,
also known as UniGuide Platform for $266,000.
The capitalisation of platform development costs is a
key audit matter due to the significant judgements
required by management in complying with the
requirements of AASB 138, including:
whether development costs incurred are eligible for
capitalisation; the assessment of future economic
benefits and the technical feasibility of the platform
enhancements; and the timing of amortisation and the
useful lives for projects.
Our procedures included, amongst others:
•
Evaluated management’s assessment of
capitalisation of the contract costs.
•
Obtained an understanding of the key terms
and conditions of the capitalised costs by
inspecting relevant agreements.
•
Held discussions with management to
understand the nature of the costs incurred
and evaluated management’s assessment of
the recognition of these costs as intangible
assets and amortisation over the duration of
the period of use.
•
Reviewed the costs incurred on a sample
basis to ensure the capitalised expenditure
has met the requirements of AASB 138.
•
Reviewed management’s assessment of
indicators of impairment.
•
Reviewed the adequacy of the Company’s
disclosures in respect of the accounting
treatment
in
the
financial
statements,
including the judgments involved, and the
accounting policies adopted.
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OPENLEARNING LIMITED
AND CONTROLLED ENTITIES
Key Audit Matter
How Our Audit Addressed
the Key Audit Matter
Intangible Assets (Note 13)
Impairment of intangible assets
As at 31 December 2024, the Group’s intangible assets
of
$2,096,831
consist
of
domain
names
and
trademarks, goodwill, platform development costs,
Prosple/UniGuide, and learning platform software.
Management has assessed that the Group has two
cash-generating units (CGUs) based on its product
lines: the OLL Platform and the UniGuide/Prosple
Platform. Management has allocated the domain names
and trademarks, goodwill, platform development costs,
and learning platform software to the OLL Platform
CGU, and Prosple/UniGuide to the UniGuide/Prosple
Platform CGU. Management has tested assets
allocated to both CGUs for impairment by comparing
their carrying amounts with recoverable amounts. The
recoverable amounts were determined using a value-in-
use model. This is a key audit matter due to the
significant judgements required to determine the
appropriate
CGUs
and the
inherent
estimation
uncertainty in calculating the recoverable amount.
Our procedures included, amongst others:
•
Obtained
and
documented
an
understanding of the Group’s processes
and controls related to the assessment of
impairment, including identification of CGUs
and the calculation of the recoverable
amount for each CGU;
•
Evaluated the value-in-use models against
the requirements of AASB 136 Impairment
of Assets,
•
Obtained
management’s
value-in-use
calculations and tested the mathematical
accuracy of the model;
•
Evaluated management’s ability to forecast
future cash flows; assessed management’s
forecast of cash flows to be derived by the
CGUs’ assets;
•
Reviewed discount rates applied to forecast
future cash flows;
•
Performed a sensitivity analysis on the
significant inputs used in preparing the
calculation; and
•
Assessed the adequacy of the Group’s
disclosures in respect of the requirements of
AASB 136.
Deferred revenue
The Group’s revenue largely consists of revenue
recognised over a period of time. This includes platform
SaaS fees, which are recognised as revenue over the
period during which customers are granted access to
the platform
The Group’s revenue relating to Platform SaaS fees and
marketplace fees amounted to $2,144,727 and
$1,549,429, respectively, during the year. The Group’s
deferred revenue amounted to $896,486 as at 31
December 2024.
Our procedures included, amongst others:
•
Obtained an understanding of the key
controls and processes surrounding revenue
and receipts processes and reconciliation of
deferred revenues.
•
Reviewed the revenues recognised as
deferred on a sample basis to ensure that it
is recorded is in accordance with the
requirements of AASB15.
•
Reviewed the adequacy of the Company’s
disclosures in respect of judgments involved,
and the accounting policies adopted.
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OPENLEARNING LIMITED
AND CONTROLLED ENTITIES
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 31 December 2024 but does not include the financial report
and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of the other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australia Accounting Standards and the Corporations Act 2001 and for
such internal control as directors determine is necessary to enable the preparation of the financial report
that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OPENLEARNING LIMITED
AND CONTROLLED ENTITIES
-
Conclude on the appropriateness of the director’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as
a going concern.
-
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for
our audit opinion.
We communicate with the directors regarding, amongst other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended
31 December 2024.
In our opinion, the remuneration report of OpenLearning Limited, for the year ended 31 December 2024,
complies with s 300A of the Corporations Act 2001.
OPENLEARNING LIMITED
ABN 18 635 890 390
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OPENLEARNING LIMITED
AND CONTROLLED ENTITIES
Responsibilities
The directors of the company are responsible for the preparation and presentation of the remuneration
report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the remuneration report, based on our audit conducted in accordance with Australian
Auditing Standards.
HALL CHADWICK (NSW)
Level 40, 2 Park Street
Sydney NSW 2000
ANTHONY TRAVERS
Partner
Dated: 31 March 2025
- 65 -
Shareholder Information
The shareholder information set out below was applicable as at 16 March 2025.
A. Distribution of Equity Securities – Ordinary Shares
Analysis of numbers of equity security holders by size of holding:
SPREAD OF HOLDINGS
NUMBER
OF HOLDERS
NUMBER
OF UNITS
% OF TOTAL
ISSUED CAPITAL
1 - 1,000
44
5,582
0.00%
1,001 - 5,000
314
971,421
0.20%
5,001 – 10,000
205
1,662,828
0.34%
10,001 – 100,000
525
18,600,026
3.85%
100,001 AND OVER
217
461,434,784
95.60%
TOTAL
1,305
482,674,641
100.00%
Marketable Parcels
Based on the price per security of $0.017 as at the close of trade on 16 March 2025, the number of
holders with an unmarketable holding is 852 with total 7,924,354 shares, amounting to 1.64% of
Issued Capital.
B. Distribution of Equity Securities – Unlisted Share Options
Analysis of numbers of option holders by size of holding
SPREAD OF HOLDINGS
NUMBER
OF
HOLDERS
NUMBER
OF UNITS
% OF TOTAL
CAPITAL
UNLISTED OPTIONS AT $0.30, EXP 27/04/25
100,001 AND OVER
1
1,000,000
100.00%
UNLISTED
OPTIONS
AT
$0.05,
EXP
17/12/2027
10,001 – 100,000
3
5,000,000
100.00%
UNLISTED
OPTIONS
AT
$0.05,
EXP
28/06/2029
10,001 – 100,000
3
4,000,000
100.00%
PERFORMANCE
RIGHTS
(Employee
performance rights issued under the Employee
Incentive Plan)
10,001 – 100,000
2
180,000
1.89%
100,001 AND OVER
28
9,530,000
98.11%
DIRECTOR PERFORMANCE RIGHTS, EXP
28/06/2029
100,001 AND OVER
1
4,000,000
100.00%
UNLISTED
OPTIONS
AT
$0.05,
EXP
2/07/2029
100,001 AND OVER
1
1,000,000
100.00%
- 66 -
C. 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
ORDINARY
SHARES
NUMBER HELD
%
OF
ISSUED
SHARES
ECA INVESTMENTS GROUP PTY LTD
208,505,630
43.30%
ECA INVESTMENTS GROUP PTY LTD
36,379,929
7.54%
JOHN ORROCK - FUTURE NOW CAPITAL
14,705,882
3.05%
MARK STEINERT (PLUS HSBC NOMINEES)
14,585,407
3.02%
Magna Intelligent - Paramount - Malaysia
12,295,058
2.55%
MST Group
10,860,222
2.25%
BEN SALMON
7,220,373
1.50%
ALIWA
FUNDS
(PLUS
JP
MORGAN
NOMINEES)
6,932,352
1.44%
MR ADAM MAURICE BRIMO
6,631,117
1.37%
RICHARD BUCKLAND
5,094,288
1.06%
AUSTRALIAN
CATHOLIC
UNIVERSITY
LIMITED
5,000,000
1.04%
CIS RESEARCH PTY LTD
4,418,071
0.92%
ROBIN YANDLE / NARRON PTY LTD
3,981,809
0.82%
GERARD MCDERMOTT - MCD PROJECT
SERVICES
3,906,530
0.81%
SPRIO PAPPAS & NICOLETTE HARPER
3,679,091
0.76%
BNP PARIBAS NOMINEES PTY LTD
3,565,826
0.74%
MR DAVID ANDREW COLLIEN
3,556,743
0.74%
ORIENT GLOBAL HOLDINGS PTY LTD
3,205,444
0.66%
ROD DE ABOITIZ - PROVECHO PARTNERS
3,171,711
0.66%
MS MEILIN MU
2,899,891
0.60%
GRANT ESHUYS - GEEAI INVESTMENTS
2,647,059
0.55%
MR BERNARD CHOON YIN HUI
2,647,059
0.55%
As at 16 March 2025, the 20 largest shareholders held ordinary shares representing 75.80% of the
issued share capital.
Substantial Shareholders Substantial holders in the Company are set out below:
As at 16 March 2025, the following shareholders have disclosed a substantial shareholder notice to
the ASX:
NAME
ORDINARY
SHARES HELD
%
OF
SHARE
CAPITAL
DATE
OF
NOTICE
CLIVE MAYHEW
8,288,754
5.93%
19/12/19
ECA INVESTMENTS GROUP PTY
LIMITED
89,685,875
33.48%
05/05/23
ECA INVESTMENTS GROUP PTY
LIMITED ATF ECA INVESTMENTS
GROUP TRUST
244,885,559
57.88%
13/06/24
- 67 -
ECA INVESTMENTS GROUP PTY
LIMITED ATF ECA INVESTMENTS
GROUP TRUST
244,885,559
50.74%
22/01/25
D. Unquoted Equity Securities – Unlisted Options
Holders of more than 20% of unlisted options security holders.
NUMBER
OF UNITS
% OF TOTAL
CAPITAL
UNLISTED OPTIONS AT $0.30, EXP 27/04/25
HIGH RESOLVES
1,000,000
100.00%
UNLISTED OPTIONS AT $0.05, EXP 28/06/29
MR ADAM MAURICE BRIMO
2,000,000
50.00%
SPIRO PAPPAS & NICOLETTE HARPER
1,000,000
25.00%
MR MATTHEW CRAWFORD REEDE
1,000,000
25.00%
PERFORMANCE RIGHTS (Employee performance rights issued
under the Employee Incentive Plan)
MR DAVID ANDREW COLLIEN
2,000,000
20.99%
UNLISTED OPTIONS AT $0.05, EXP 17/12/27
MST GROUP
2,500,000
50.00%
NON CORRELATED CAPITAL PTY LTD
1,750,000
35.00%
DIRECTOR PERFORMANCE RIGHTS, EXP 28/06/2029
MR ADAM MAURICE BRIMO
4,000,000
100.00%
UNLISTED OPTIONS AT $0.05, EXP 2/07/2029
MR DAVID ANDREW COLLIEN
1,000,000
100.00%
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:
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.
There are no voting rights attached to any other securities on issue.
On-market buy-back
The Company is not currently conducting an on-market buy-back.
- 68 -
Other ASX Information
Corporate Governance
The Company’s Corporate Governance Statement as at 31 December 2024 as approved by the
Board can be viewed at www.solutions.openlearning.com/investor-
center/corporategovernancestatement
Stock Exchange on which the Company’s Securities are Quoted
The Company’s listed equity securities are quotes on the Australian Securities Exchange
Review of Operations
A review of operations is contained in the Directors Report.
Annual General Meeting
The Company advises that the Annual General Meeting ('AGM') of the company is scheduled for 30
May 2025.
Further to Listing Rule 3.13.1, Listing Rule 14.3 and clause 14.3 of the Company's Constitution,
nominations for the election of directors at the AGM must be received not less than 30 Business
Days before the meeting, being no later than Tuesday, 15 April 2025.