SHAREHOLDERS of loss-making EduFocal Limited will vote on September 10 on renaming the listed company Walstron Limited, widening its mandate beyond education technology and authorising directors to issue shares to executives, advisers, employees and business partners.

The renamed company would be permitted to operate across education technology, technology, commerce and real estate, but the annual general meeting (AGM) documents identify no acquisition target, property project or commerce venture. Chief Executive Officer Gordon Swaby said there was nothing in those areas to announce, while the EduFocal brand and its existing products would continue.

The vote comes as EduFocal’s auditors warn of material uncertainty over its ability to continue as a going concern. At December 2025, the group had a $163.02-million equity deficit and only $104,315 in cash.

Swaby told the Jamaica Observer in written responses that Walstron was derived from the phrase “walk strong”.

“You know how we tell people ‘walk good’ when they’re heading off? Walstron is our version of that, except it’s about how you carry yourself through the challenging parts,” he said.

The AGM resolution says the change would reflect an expanded business focus and long-term growth strategy. Swaby, however, said the broader mandate was intended to give the company room to pursue opportunities rather than signal that a transaction was imminent.

“On real estate and commerce, what the resolution does is give us room. That’s really all it is. It widens what the company is allowed to do so we’re not running back to shareholders every time something interesting comes along,” he told the Business Observer.

“But there’s nothing for me to announce today. When there is, it goes through the JSE (Jamaica Stock Exchange) first and you’ll have it the same time our shareholders do.”

He also drew a distinction between the listed company’s proposed new name and the EduFocal operating brand.

“EduFocal is still EduFocal. Same brand, same platform, same everything. Academy runs. Quizzative runs. Engage runs,” Swaby said.

He said the previously disclosed wind-down of EduFocal’s African subsidiary operations would not affect those products or the company’s customers.

EduFocal CEO Gordon Swaby says the proposed Walstron name and wider business mandate will not affect the company’s education platforms or the EduFocal brand.

Shares for obligations

More immediately for shareholders, Resolution Six would authorise EduFocal’s directors to issue unissued ordinary shares to key partners, executives, legal advisers and other employees of the company or its subsidiaries.

The shares could be issued as compensation for services or other valuable consideration, with the directors determining each allotment at their discretion.

The resolution does not state how many shares could be issued, the proposed issue price, the recipients or the value of the services and obligations involved.

Swaby confirmed that settling some obligations with shares forms part of the plan.

“Yes. Part of what we’re asking shareholders to approve is settling certain obligations by issuing new ordinary shares,” he said.

“You either service those obligations out of cash, or you convert them into equity and free that cash up for the business. I’d much rather put the money into building.”

Issuing shares instead of using cash could reduce liabilities and preserve scarce working capital. It would, however, increase the number of shares in issue and would dilute existing shareholders. The extent of any dilution cannot be determined until the company discloses the number of shares, issue price, recipients and obligations being settled.

EduFocal had 648.45 million ordinary shares in issue at December 2025. Its shares closed Tuesday at $0.18, compared with the $1 price at which the company listed in March 2022.

Rights issue must wait

EduFocal’s audited financial statements list a proposed $250-million rights issue among the measures management intends to use to address its cash-flow difficulties. The other measures include securing $200 million in large contracts and restructuring loans with creditors.

Swaby now says the rights issue will not proceed until the balance sheet has first been repaired.

“We’re not doing a rights issue until the balance sheet is fixed. Simple as that,” he said.

“You don’t go asking people for fresh money on a balance sheet that isn’t right yet. Fix it first. That’s the work we’re in the middle of, and a good chunk of what shareholders are voting on is exactly that work.”

He did not define what would constitute a repaired balance sheet or say how much of the deficit the proposed share settlements are expected to eliminate.

The sequencing is important because the audited accounts presented the rights issue as part of management’s response to the going-concern uncertainty. Existing shareholders would ordinarily be given an opportunity to participate in a rights issue, while allotments to selected parties under Resolution Six would dilute shareholders who do not receive additional shares.

EduFocal has not reported a full-year net profit since listing.

Revenue declined 28 per cent to $70.27 million in 2025, but the company recorded an operating profit of $23.9 million after sharply reducing expenses. Finance costs and impairment losses contributed to a net loss of $29.43 million, although that was an improvement on the $58-million loss recorded in 2024.

At year end, liabilities exceeded the group’s $203.14 million in assets by $163.02 million. Its accumulated deficit stood at $341.23 million.

Approximately $153.09 million, or 75 per cent, of total assets comprised intangible assets such as software and intellectual property. The auditors identified the valuation of those assets as a key audit matter because it depends partly on management’s estimates of future revenue and cash flow.

At the stand-alone company level, current liabilities exceeded current assets by $147.01 million. The auditors said continued operation depended on management’s ability to reduce costs and increase revenue. Their opinion was not modified in respect of the going-concern matter.

EduFocal subsequently reported a net profit of $368,479 for the March 2026 quarter, reversing a $1.34-million loss a year earlier. Revenue, however, declined 53 per cent to $14.11 million.

EduFocal Limited.

Late again

The company’s 2025 audited accounts and March 2026 quarterly report have now been published, but both were late.

The first-quarter report, due on May 15, was submitted on July 1. EduFocal was also suspended from trading in both 2024 and 2025 after failing to submit audited financial statements within the Jamaica Stock Exchange’s deadlines. Its most recent suspension lasted from early June until December 5, 2025.

“On the filings, you’re right. We’ve been late, and that’s on me,” Swaby said in his responses.

He said the company had made significant changes to its internal processes and intended to remain current with its reporting obligations.

“When you list, you take on an obligation to keep the market informed on time, and I take that seriously. We intend to be current and to stay current,” he said.