OPENLEARNING LIMITED — Annual Report 2025

Feb 26, 2026

OpenLearning Limited ABN 18 635 890 390 and Controlled Entities Financial report for the year ended 31 December 2025

APPENDIX 4E – PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 Results for Announcement to the Market

Key Information Revenue from ordinary activities Revenue comprises of the following: Platform SaaS fees Marketplace sales Services sales Gross sales Less: Sharing of revenue with course Creators Revenue Non-cash items: Annual leave expense Long service leave expense Share-based payment Depreciation and amortisation Provision for doubtful debt Finance expense Loss after tax from ordinary activities attributable to owners Net loss attributable to owners Losses per share Basic losses per share Diluted losses per share

2025 $ 2024 $ Inc / (Dec) % 3,182,221 2,283,531 39.4 2,650,650 1,651,910 162,686 2,144,727 1,549,429 10,888 23.6 6.6 1,349.2 4,465,246 3,705,044 20.5 (1,283,025) (1,421,513) (9.7) 3,182,221 2,283,531 39.4 (90,740) (95,945) (132,446) (560,525) (6,808) (67,930) 42,799 (77,219) (44,684) (453,957) 5,316 (112,110) (312.0) 24.3 196.4 23.5 (228.1) (39.4) (4,096,692) (2,851,622) 43.7 (4,096,692) (2,851,622) 43.7 2025 cents 2024 cents (1.43) (0.80) (1.43) (0.80)

Dividends

No dividends have been paid during the year and the Company does not propose to pay any final dividends.

1

Commentary on the Results for the Year

FY2025 was a year of clear acceleration for OpenLearning. The Company delivered improving SaaS growth, expanded internationally, secured over $3.6 million in new contract value, and deepened AI integration across its platform.

Building a Virtuous Cycle Across Learning, Marketplace and Talent

OpenLearning's strategic differentiation lies both in its innovative learning management system (LMS) and the compounding network effects it is building across its integrated platform. The Company is deliberately constructing a virtuous cycle that connects education providers, learners and employers:

• Institutions use the OpenLearning LMS to design, deliver and manage courses, reducing operational cost through AI-powered course building, content generation, AI assessment and automated facilitation.

• Courses are published to the OpenLearning Marketplace and the Company’s network of portals (OpenLearning.com, TheUniGuide.com.au), attracting learners who generate enrolments, data and reputation for partner institutions.

• Learners build digital portfolios that capture their verified skills and credentials from every course they complete. As the portfolio network grows, it becomes increasingly valuable to both learners seeking employment and employers seeking skilled candidates.

• The planned Talent Search feature will enable employers to search and connect with learners directly through the platform, creating a revenue opportunity and completing the education-toemployment loop. This transforms OpenLearning from an LMS into a lifelong learning and career platform with structural network effects.

With over 5 million learners having passed through the platform and 250+ active B2B customers in 19 countries, OpenLearning already has the user base and institutional relationships to accelerate this flywheel. Each new institution adds learners; each learner builds a portfolio; and the future talent marketplace rewards both learners and institutions for their engagement on the platform.

The OpenLearning Platform

OpenLearning is an AI-powered learning management system (LMS) and lifelong learning platform offered to education providers on a SaaS model. The platform enables institutions to manage all aspects of online, blended and on-campus learning — from course design and content authoring through to delivery, assessment, student portfolios and programme management.

The Company primarily derives revenue from five complementary products:

• OpenLearning LMS — the flagship, end-to-end AI-powered platform for education providers to create, market, deliver and manage all types of courses, micro-credentials and online degrees.

• OpenLearning Marketplace — a global network of education marketplaces including OpenLearning.com, TheUniGuide.com.au and PostGradAustralia.com.au, attracting close to 1 million visitors per year and generating enrolment, discovery and student recruitment opportunities.

• Biomedical Education and Skills Training (BEST) Network – An image-based teaching tool and virtual microscopy solution for biomedical education at leading medical schools.

• CourseMagic — a suite of AI-powered instructional design tools for educators that works with any LMS, used as a lead generation and land-and-expand tool across institutions on other platforms.

• Employability Advantage — a suite of work-readiness tools including short courses, live bootcamps and workplace simulation projects, connecting learners to employment pathways.

2

OpenLearning’s pricing model is primarily based on the number of learners at an institution rather than the number of educators, allowing revenue to grow with the scale of an institution rather than the number of employees.

SaaS Revenue Growth and ARR Acceleration

Platform SaaS ARR growth accelerated to 30% YoY in Q4 FY25, the 16th consecutive quarter of growth. Key metrics:

• SaaS ARR reached $3.035 million as of 31 December 2025, up 30% YoY (from 23% at end of FY2024).

• Average SaaS ARR per B2B customer exceeded $12,000 for the first time (from ~$9,767 at end of FY2024), reflecting the deliberate shift to larger, higher-value institutional LMS contracts.

• Total SaaS cash receipts grew 37% to $3.136 million for FY25, compared to $2.293 million in FY2024.

• The Company ended FY2025 with 252 active B2B SaaS customers in 19 countries. In line with its strategy to focus on larger institutional contracts, the Company phased out lower-priced plans for smaller providers during the year, resulting in some lower-end churn while freeing resources to deliver greater value to institutional clients.

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SaaS ARR (A$, mil) B2B SaaS Customers
$3.5 300
3.035
$3.0
252
245
250
236
$2.5 2.335 228
$2.0 1.903
1.715 200
$1.5
$1.0 150
2022 2023 2024 2025 2022 2023 2024 2025
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In FY2024, the Company capitalised circa $0.672 million in platform development, which was recognised in investing activities (not the P&L), thereby reducing the reported operating loss in that year. Adjusting for this change, total cash outflows decreased from approximately $2.87 million in FY2024 to $2.518 million in FY2025, reflecting continued improvement in operating leverage and the growing efficiency of the business.

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Improving Net Cashflows (A$, mil)
$0.0
2022 2023 2024 2025
-$1.0
-$2.0
-$3.0
-$2.52
-$2.87
-$4.0
-$5.0 -$4.08
-$6.0
-$7.0 -$6.24
----- End of picture text -----

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• Note: Cash outflows include operating cash outflows and outflows from investment in technology for consistency across periods. Figures are from OLL’s quarterly reports and appendix 4C.

The reported loss after tax increased to $(4.097) million in FY2025 from $(2.852) million in FY2024. This increase reflects a change in accounting policy: from 1 January 2025, the Company ceased capitalising platform software development costs and expenses all such investment in the period incurred.

LMS Strategy and $3.6 Million in New SaaS Contracts

OpenLearning signed over $3.6 million in total new SaaS contract value during FY2025, representing a significant increase over prior years. Key contracts included:

• Philippines — over $2 million in new contracts since May 2025, including National University (US$400k, 5 years), University of the Philippines Manila (top-ranked public university), CIT University (A$340k, 5 years), Systems Plus College Foundation (A$150k, 5 years), and UMP Indonesia (A$175k, 5 years). A reseller agreement with CE Logic / C&E Publishing, a leading publisher in the Philippines with over 1,000 universities and colleges customers nationwide.

• Malaysia — land-and-expand across 40%+ of Malaysian universities, with long-standing partners beginning campus-wide LMS adoption beyond micro-credentials. New customers added across higher education, government and corporate sectors.

• New markets — reseller agreements in Brazil, Vietnam and Africa (Field Ready, US$240k, 3 years); first SaaS contracts signed in the UAE; Gujarat University India completed a 4,000-student LMS pilot; enterprise market entry in Australia via Elcom Technology.

AI Tools as a Core Platform Differentiator

Usage of OpenLearning’s AI tools grew by over 150% throughout FY2025 and is now a key selling point in new institutional sales. AI capabilities released or expanded during the year included:

• AI Course Builder and AI Assistant — streamlining course design, content authoring, activity creation and student facilitation.

• AI quiz and question bank generation, AI rubric creation, and file-based content generation.

• AI feedback and facilitation tools , which provide contextual feedback on student assessments and course discussions.

• Course migration tools reducing the switching cost from Canvas and Moodle, adopted by multiple universities in the Philippines during FY2025.

Importantly, OpenLearning’s AI is natively embedded across the institutional workflow — not a standalone tool layer. Universities that trialled standalone AI tools increasingly preferred a comprehensive LMS with AI built in. As a result, OpenLearning has accelerated AI development within its core LMS platform, ensuring that generative AI capabilities remain integral differentiators at the point of institutional procurement.

Disrupting Incumbent LMS Providers

Incumbent LMS providers (Canvas, Moodle, Blackboard) were designed for a pre-AI era and carry the cost and complexity of that legacy architecture. OpenLearning competes directly for LMS displacement by offering:

• A modern, AI-native all-in-one platform combining course creation, delivery, assessment, marketplace, portfolios and AI tooling in a single subscription at a lower cost than assembling equivalent point solutions.

• Outcome-based education (OBE) and usage-based pricing that align costs with institutional scale and results, especially in emerging markets.

4

• Course migration tools that reduce switching cost from Canvas and Moodle, as demonstrated by multiple Filipino universities that transitioned to OpenLearning during FY2025.

Capital Raise and Balance Sheet Strengthening

In October 2025, the Company completed a $2.6 million equity placement at 2.2 cents per share (1% discount to 15-day VWAP), including $1.25 million from ECA, its largest shareholder. All outstanding debt owed to ECA was subsequently converted into equity in December 2025. The Company closed FY2025 with $2.094 million in cash and is targeting cash flow breakeven by early 2027.

Key Business Risks and Mitigation Strategies

As part of the Operating and Financial Review, the Group has identified material business risks that could impact its financial performance, position, and prospects. These risks are actively monitored by management and the Board, with mitigation strategies in place where possible. The key business risks are outlined below:

Risk	Overview	Mitigation Strategies
Customer Retention & Growth	Risk that education providers or learners may not renew subscriptions or expand usage, impacting recurring revenue.	Enhance platform functionality (including AI tools), increase average revenue per SaaS customer, strengthen client success operations, expand into new markets, and integrate LMS with partner systems.
Technology & Platform Stability	Risk of platform errors, downtime, or data breaches leading to reputational damage and customer loss.	Maintain agile development, invest in fault-tolerant architecture, conduct regular security audits, and continually update the platform to meet demand.
Data Privacy & Cyber Security	Risk of non-compliance with data protection laws or data breaches involving personal data.	Align policies with relevant privacy laws, use advanced security features, maintain strict access controls, engage third- party audits, and implement an incident response plan.
SaaS Dependency	Reliance on third-party cloud infrastructure could lead to increased costs or service disruptions.	Diversify service providers, monitor vendor SLAs, maintain backup hosting plans, and adopt modular architecture.
Competition	Larger or better-resourced competitors could impact market share and revenue.	Invest in AI innovation, focus on niche markets, leverage strategic partnerships, and maintain competitive pricing.
Capital Requirements	Additional capital may be required to fund growth, leading to potential dilution or debt obligations.	Align capital raising with milestones, manage costs, and explore alternative funding sources.
Marketing & Sales Execution	Ineffective execution could reduce customer acquisition and brand awareness.	Appoint dedicated revenue leadership, use data-driven marketing, launch targeted campaigns, and partner with agents/resellers.

5

International Operations	Operating in multiple jurisdictions introduces regulatory, FX, and cultural risks.	Maintain regional hubs, adapt offerings to local needs, build local partnerships, and monitor compliance risks.
Key Personnel Dependency	Loss of key staff could affect continuity and execution.	Offer equity incentives, cross- train leaders, and support flexible work arrangements.
Product Innovation	Failure to keep pace with customer and technological change could affect competitiveness.	Maintain agile development cycles, invest in AI features, prioritise productivity enhancements, and monitor competitor activity.
Economic Conditions / Consumer Spending	Economic downturns could reduce education demand.	Diversify client base, provide cost-competitive solutions, and regularly review costs in line with conditions.

The Group continually reviews and updates its risk management framework to ensure it remains responsive to changing market conditions and operational requirements.

Outlook

The Company enters FY2026 with accelerating SaaS ARR, a strengthened balance sheet, distributors in place across the Philippines, Brazil, UAE and Africa, and a growing pipeline of institutional LMS opportunities. With a modern AI-native platform, a scalable usage-based SaaS model, and the foundations of a virtuous learning-marketplace-talent cycle, OpenLearning is well positioned to convert its pipeline into multi-year contracts and displace incumbent LMS providers across its target markets.

6

Statement of Profit or Loss and Other Comprehensive Income with Notes to the Statement

Refer to the 31 December 2025 financial statements and accompanying notes for OpenLearning Limited.

Statement of Financial Position with Notes to the Statement

Refer to the 31 December 2025 financial statements and accompanying notes for OpenLearning Limited.

Statement of Cash Flows with Notes to the Statement

Refer to the 31 December 2025 financial statements and accompanying notes for OpenLearning Limited.

Statement of Retained Earnings Showing Movements

Refer to the 31 December 2025 financial statements and accompanying notes for OpenLearning Limited.

Net Tangible Assets per share

2025 2024 $/share $/share Net tangible assets per share (0.001) (0.006)

Control Gained or Lost over Entities in the Year

There were no acquisition or disposal of controlled entities during FY2025.

Investment in Associates and Joint Ventures

The Group does not have investment in Associates and Joint Ventures.

Status of Audit

This report is based on accounts which are in the process of being audited. The Audited Annual Report is expected to be released by 31 March 2026.

Authorised by the Board of Directors

27 February 2026

7

OpenLearning Limited and Controlled Entities Preliminary Final Report

Consolidated statement of profit or loss and other comprehensive income For the financial year ended 31 December 2025

Note Revenue 2 Other income 3 Items of expense Web-hosting and other direct costs Employee benefits expense Depreciation and amortisation Promotional and advertising Professional services General and administrative costs Capital Loss Impairment Loss Retrenchment Costs Finance income Finance expenses Loss before tax 4 Income tax 5 Loss for the year Other comprehensive income: Item that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Total comprehensive loss for the year Loss for the year attributable to: Owners of the Company Total comprehensive loss attributable to: Owners of the Company Losses per share attributable to owners of the Company Basic losses per share (cents) 6 Diluted losses per share (cents) 6	2025 2024 $ $ 3,182,221 2,283,531 4,425 59,803 (818,813) (711,433) (3,617,745) (2,293,977) (560,525) (453,957) (245,111) (210,113) (1,040,406) (662,434) (870,456) (653,703)
	(3,966,510) (2,642,283) – – – – (43,656) (90,685) 440 864 (98,042) (61,102)
	(4,096,692) (2,851,622) – –
	(4,096,692) (2,851,622)
	(8,020) 20,852
	(4,104,712) (2,830,770)
	(4,096,692) (2,851,622)
	(4,104,712) (2,830,770)
	(1.43) (0.80)
	(1.43) (0.80)

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

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Consolidated statement of financial position As at 31 December 2025

Note ASSETS Current assets Trade and other receivables Prepayments Cash and cash equivalents 7 Non-current assets Furniture, fittings and equipment Intangible assets Total assets LIABILITIES Current liabilities Trade and other payables Provisions Deferred revenue Non-current liabilities Borrowings Provisions Total liabilities Net assets / (liabilities) EQUITY Equity attributable to the owners of the Company Share capital 8 Accumulated losses Reserves 9 Total equity / (deficit)	2025 2024 $ $ 707,804 157,267 148,567 150,899 2,094,594 953,164
	2,950,965 1,261,330
	22,923 32,499 1,556,385 2,096,831
	1,579,308 2,129,330
	4,530,273 3,290,060
	1,009,157 705,524 635,763 470,797 1,741,786 896,486
	3,386,706 2,072,807
	– 2,058,694 68,859 –
	68,859 2,058,694
	3,455,565 4,131,501
	1,074,708 (740,841)
	46,095,164 40,307,349 (46,892,484) (42,795,792) 1,872,028 1,747,602
	1,074,708 (740,841)

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OpenLearning Limited and Controlled Entities Preliminary Final Report

This statement should be read in conjunction with the notes to the financial statements . Consolidated statement of changes in equity For the financial year ended 31 December 2025

Opening balance at 1 January 2025 Loss for the year Other comprehensive income Foreign currency translation, representing total other comprehensive loss for the year Total comprehensive loss for the year Issuance of ordinary shares : - new ordinary shares - debt conversion Equity issuance costs Share-based payment Closing balance at 31 December 2025	Share Capital (Note 8) Reserves (Note 9) Accumulated Losses Total $ $ $ $ 40,307,349 1,747,602 (42,795,792) (740,841) – – (4,096,692) (4,096,692) – (8,020) – (8,020)
	– (8,020) (4,096,692) (4,104,712) 2,753,036 – – 2,753,036 3,126,642 – – 3,126,642 (91,845) – – (91,845) – 132,446 – 132,446
	46,095,182 1,872,028 (46,892,484) 1,074,708

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

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Consolidated statement of changes in equity For the financial year ended 31 December 2025

Opening balance at 1 January 2025 Loss for the year Other comprehensive income Foreign currency translation, representing total other comprehensive loss for the year Total comprehensive loss for the year Issuance of ordinary shares : - new ordinary shares Equity issuance costs Transfer of fair value of expired Options Transfer of fair value of lapsed performance rights Share-based payment Issuance of unquoted options Closing balance at 31 December 2024	Share Capital (Note 8) Reserves (Note 9) Accumulated Losses Total $ $ $ $ 36,263,511 1,719,932 (39,994,037) (2,010,594) – – (2,851,622) (2,851,622) – 20,852 – 20,852
	– 20,852 (2,851,622) (2,830,770) 4,117,293 – – 4,117,293 (73,455) – – (73,455) – (1,367) (1,367) – – (48,500) 48,500 – – 44,685 – 44,684 – 6,000 – 6,000
	40,307,349 1,747,602 (42,795,792) (740,841)

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

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Consolidated statement of cash flows

For the financial year ended 31 December 2025

Note Operating activities Receipts from customers Payments to suppliers and employees Proceeds from other income Net cash flows used in operating activities 10 Investing activities Purchase of furniture, fittings and equipment, net of disposal Purchase of intangible assets Net cash flows used in investing activities Financing activities Proceeds from issuance of equity shares Proceeds from borrowing Net cash flows generated from financing activities Net (decrease) / increase in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 7	2025 2024 $ $ 4,892,798 3,908,061 (7,408,379) (6,089,261) (4,202) 28,812
	(2,519,783) (2,152,388)
	(2,744) (10,456) (1) (945,672)
	(2,745) (956,128)
	2,661,737 951,846 1,000,000 2,000,000
	3,661,737 2,951,846
	1,139,209 (156,670) 2,221 6,416 953,164 1,103,418
	2,094,594 953,164

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

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OpenLearning Limited and Controlled Entities Preliminary Final Report Notes to the financial statements – 31 December 2025

The consolidated financial statements and notes represent those of OpenLearning Limited (the “Company”) and its controlled entities (the “Group”). OpenLearning Limited is a listed public company, incorporated and domiciled in Australia.

1. Summary of significant accounting policies

1.1 Basis of preparation

These general purpose consolidated financial statements have been prepared in accordance with the Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

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 $4,096,692 (2024: $2,851,622) and net operating cash outflows of $2,519,783 (2024: $2,152,388). As at 31 December 2025 the Group had accumulated losses of $46,892,484 (31 December 2024: $42,795,792).

As at 31 December 2025, the Group has net current liabilities of $435,741 (31 December 2024: $811,477) and cash and cash equivalents of $2,094,594 (31 December 2024: $953,164).

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 cash outflows declining significantly over the past year;

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

• completion of a $2.6 million equity placement in late 2025 and the conversion of all outstanding debt owed to ECA into equity. These developments reflect strong investor confidence and position the Company well for future capital raising opportunities if necessary.

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OpenLearning Limited and Controlled Entities Preliminary Final Report Notes to the financial statements – 31 December 2025

1. Summary of significant accounting policies (cont'd)

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 noncontrolling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

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

1.4 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.

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OpenLearning Limited and Controlled Entities Preliminary Final Report Notes to the financial statements – 31 December 2025

1. Summary of significant accounting policies (cont'd)

1.4 Revenue (cont’d)

(b) Program delivery

Revenue from program delivery is recognised over the period of the study program.

• (c) Marketplace sales

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

(d) Services sales

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

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

1.5 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. Revenue

evenue
Revenue from contracts with customers Platform SaaS fees Marketplace sales Services sales	Group 2025 2024 $ $ 2,650,650 2,144,727 368,885 127,916 162,686 10,888
	3,182,221 2,283,531

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Notes to the financial statements – 31 December 2025

3. Other income

Government grant Others	Group 2025 2024 $ $ – 36,600 4,425 23,203
	4,425 59,803

4. Loss for the year

Loss before income tax from continuing operations includes the following specific expenses:

		Group	Group
		2025	2024
		$	$
Web-hosting and other direct costs
-	web-hosting costs	618,511	586,567
-	program delivery licence fee	–	4,258
Employee benefits expense
-	share-based payment	132,446	44,684
Depreciation and amortisation
-	depreciation on furniture, fittings and equipment	12,435	11,658
-	amortisation of intangible assets	548,090	442,229
Professional services
-	contractors	603,627	328,487
General and administrative costs
-	write-off / loss on disposal of furniture, fittings and
	equipment	–	(105)
-	foreign currency translation losses	22,847	17,052
-	impairment of trade receivables	134,172	38,004
-	travelling costs	93,075	70,913

5. Income tax

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

6.

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:

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Notes to the financial statements – 31 December 2025

6. Losses per share (cont’d) Weighted average number of ordinary shares for basic losses per share computation Effects of dilution from: - share options issued to convertible note holders - share options issued to advisors Weighted average number of ordinary shares for diluted losses per share computation	31 December 2025 31 December 2024 782,006,466 482,674,641 – – – – 782,006,466 482,674,641

7. Cash and cash equivalents Cash at bank and on hand Cash with online payment providers Short-terms deposits placed with banks	Group 2025 2024 $ $ 2,088,550 944,525 6,044 8,639 – –
	2,094,594 953,164

8. Share capital

					31	December	31 December
						2025	2024
						$	$
782,006,466	(31	Dec	2024:	482,674,641) fully paid ordinary
shares						46,095,164	40,312,803

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Notes to the financial statements – 31 December 2025

8. Share capital (cont’d)

8.1 Movements in ordinary shares

Issued and fully paid ordinary shares: At 1 January Issuance of shares during the year : - placement of shares - performance right conversion - debt conversion At 31 December Equity issuance costs At 1 January Costs arising from equity issuance At 31 December Total ordinary shares at 31 December	Group 2025 2024 No. of shares $ No. of shares $ 482,674,641 40,312,803 267,869,075 39,179,029 214,805,566 4,117,293 214,805,566 4,117,293 133,334 – – – 177,457,678 3,126,624 – –
	782,006,466 49,175,983 482,674,641 43,296,322
	– (2,988,973) – (2,915,518) – (91,845) – (73,455)
	– (3,080,818) – (2,988,973)
	782,006,466 46,095,164 482,674,641 40,312,803

8.2 Movements in unquoted options over ordinary shares

Exercise period Exercise price per share On or before 27 April 2025 $0.30 On or before 17 December 2027 $0.05 On or before 28 June 2029 $0.05 Employee Option Plan – Total unquoted options	Number on issue at 1 Jan 2025 Issued / (Lapsed) Number on issue at 31 Dec 2025 1,000,000 (1,000,000) – 5,000,000 – 5,000,000 4,000,000 – 4,000,000 1,000,000 1,000,000 2,000,000
	11,000,000 – 11,000,000 –

• exercise of the options is subject to escrow periods.

8.3 Performance rights

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 tranches and expiring five years from the date of allotment. During the financial year 2025, 133,334 of these performance rights were vested and converted, while 1,650,001 of these performance rights were lapsed.

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OpenLearning Limited and Controlled Entities Preliminary Final Report

Notes to the financial statements – 31 December 2025

8.3 Performance rights (cont’d)

2,000,000 performance rights were granted on 14 October 2025 to key management personnel of the Company. These performance rights are exercisable to 2,000,000 ordinary shares in the Company with Nil consideration over 3 years, vesting in three tranches and expiring five years from the date of allotment. None of these performance rights vested during the financial year 2025.

9. Reserves

serves
Foreign currency translation reserve Common control reserve Share-based payment reserve & Other reserve	Group 2025 2024 $ $ 32,421 40,441 1,650,477 1,650,477 189,130 52,051
	1,872,028 1,742,969

10. Cash flow information

Reconciliation of cash flows from operating activities with loss after income tax:

Loss after tax Non-cash flows in loss for the year: Depreciation and amortisation Write-off / Loss on disposal of furniture, fittings and equipment Unrealised exchange (gain) / loss Gain on lease modification Impairment Share-based payment Others Changes in assets and liabilities: Decrease / (Increase) in trade and other receivables Increase / (Decrease) in trade and other payables Net cash flows used in operating activities

Group 2025 2024 $ $ (4,096,692) (2,851,622) 560,527 453,958 – – (18,001) 89,349 – 472 – – 132,446 44,684 67,930 – (345,362) 324,967 1,179,915 (214,195)

(2,519,237) (2,152,388)

Authorised by the Board of Directors

27 February 2026

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