Shareholders in EduFocal Ltd voted on renaming the company and authorising the issue of new shares at Thursday’s annual general meeting (AGM), but the company will announce both results at a later meeting.
Shareholders voted on all six resolutions. The company declared the results of the first four in the meeting and said the outcomes of resolutions five and six would follow within 30 days.
The AGM began at 10 a.m. on September 10 with board chairman Harry Campbell and chief executive officer Gordon Swaby telling shareholders that the company’s turnaround was still under way.
“We are not saying this is a job done, we are not patting ourselves on the back. What we are saying is that we are still at work in the transformation and turning around this business. Net profitability, liquidity, balance sheet repair and consistent regulatory compliance remain critical priorities,” Campbell said.
Swaby said he did not want to hide the position of the past four years.
“It has been extremely challenging, but I will also say that we have learned a lot over the last three to four years,” he said. “I think some of the decisions that we want to make today are not easy decisions, but are in the best interest of the company.”
The first four resolutions were routine, covering the receipt of reports, the appointment of directors, the appointment of auditors and directors’ fees.
Resolution five asked shareholders to change the company’s name from EduFocal Limited to Walstron Limited and to amend its purpose “from an education technology business to a diversified holding company operating across education technology, technology, commerce, and properties and real estate”, according to the resolution.
Resolution six would allow the directors to issue the company’s “unissued shares” to pay for services or “for valuable consideration provided to the company and/or its subsidiaries”, the resolution said.
The company has 648.45 million shares in issue, and its articles provide for an unlimited number, according to its annual report. The resolution does not state how many additional shares the directors could issue, at what price or to whom.
Count votes by shares
Representatives of Widebase Limited, a Mayberry Group subsidiary and the second-largest shareholder, said the company should count any vote by shares held rather than by show of hands, or defer it to an extraordinary general meeting.
“Resolution six cannot be put to a vote in its current form. I recommend that an EGM be requested once the necessary information is available, at which point the resolution can be properly considered and voted on. Shareholders should also be given a clear understanding of the dilution implications,” said Rachel Kirlew, assistant vice-president at Mayberry, in a written intervention.
The company did not agree to an extraordinary general meeting. Company secretary AspireSec conducted a poll on each of the two resolutions.
Minority shareholder Dayan Ives criticised the board and management, and asked for clarification of matters raised in the company’s audited accounts.
EduFocal’s 10 largest shareholders hold about 68.32 per cent of the company, according to shareholding data it publishes. They include OKGOSH Limited, the holding company through which Swaby owns his stake, with 179,388,612 shares or 27.66 per cent; Widebase, with 89,120,785 shares or 13.74 per cent; and Matrix Ventures Limited, with 41,187,887 shares or 6.35 per cent.
The Jamaica Stock Exchange has suspended the company twice for late submission of audited financial statements, in June 2024 and again in June 2025. Trading resumed after the second suspension on December 5, 2025. EduFocal has not yet published its second-quarter 2026 financial statements.
For the three months ended March 2026, EduFocal reported revenue of $14.11 million, down 53 per cent from $29.97 million a year earlier. It made a net profit of $368,479 for the quarter, against a loss of $1.34 million in the same period of 2025.
neville.graham@gleanerjm.com
