Chief executive officer and co-founder Gordon Swaby can breathe more easily after two special resolutions for EduFocal Limited passed the super majority vote, paving the way for the company to advance its recapitalisation plans.

The Junior Market company held its reconvened annual general meeting (AGM) on Friday, 15 days after its original AGM where all the ordinary resolutions were approved by shareholders present. The two special resolutions were held by a poll format whereby the number of shares are used to determine the result than a show of hands. This was requested by Widebase Limited, a subsidiary of Mayberry Group Limited and the second-largest EduFocal shareholder with a 13.74 per cent equity stake.

The first resolution sought approval to change the company’s name to Walstron Limited and its purpose from education technology to a diversified holding company operating across several segments. The reported poll results showed 76.25 per cent in favour, 22.11 per cent against while 1.64 per cent of the votes present abstained from the vote.

The second resolution sought authorisation to issue shares from the company’s unissued share capital to partners, executives, legal advisors and employees of the company and its subsidiaries as compensation for services and valuable consideration provided. That resolution passed by an even slimmer margin, with the reported poll showing 75.02 per cent in favour, 24.86 per cent against and 0.12 per cent abstaining.

A small increase in votes against the special resolution could have been enough to defeat it.

EduFocal’s company secretary AspireSec Limited, represented by General Manager Jheanell Lawrence, was the scrutineer for both special resolutions following the appointment by Chairman Harry Campbell.

“AspireSec Limited has confirmed that it holds no shares in the company, held no instrument of proxy for the meeting and has no interest in the outcome of Resolutions 5 and 6,” stated the final scrutineer report.

These special resolutions now pave the way for EduFocal to move forward with its strategy to recapitalise the balance sheet through the acquisition of land and reduction of debt through the issuance of new ordinary shares. The special resolution did not indicate how many shares would be issued to any specific party or at what price. Thus, investors don’t know the extent of the dilution which will take place to build back EduFocal’s balance sheet.

EduFocal plans to issue new ordinary shares for land assets which it expects to acquire in the fourth quarter which starts tomorrow. The land is an tangible asset which could be developed in phases compared to its current balance sheet which is made up of largely intangible assets.

The company also plans to convert some of its existing debt to equity to reduce its finance costs. EduFocal currently has $265.76 million in long-term debt with a shareholder deficit of $166.89 million as of June 30.

“The second part is a restructuring of the company’s debt, including the conversion of a portion of our liabilities into equity. Reducing the debt burden reduces the interest cost that has absorbed our operating profit, which is exactly the problem the first half results illustrate. The company will disclose the terms of these arrangements once they are settled and documented,” the company’s second quarter report stated.

Mayberry executives who attended the September 10 AGM found issue with some of the proposed resolutions put forward.

Mayberry Investments Assistant vice president Rachel Kirlew stated in the
Zoom chat, “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.”

Mayberry Investments is currently EduFocal’s largest debt holder, with EduFocal owing the brokerage firm $164.40 million or 63 per cent of total debt in December 2025. Mayberry was also the company’s lead broker for its initial public offering in February 2022.

The special resolution on the share issuance did not address pre-emption rights on the issuance of new shares, but this is possibly covered by Junior Market rule 505 (8) (ii).

EduFocal’s latest results revealed that its revenue contracted 55 per cent from $43.16 million to $19.38 million due to there being lower project and business to business billing. The company is aiming to replace lumpy project revenue with contracted, recurring revenue.

Even with the company incurring lower operating expenses and finance costs, its consolidated net loss worsened from $816,307 to $4.03 million. The group had $98,080 in cash at the end of June.

Swaby told shareholders that a company press release would be provided in a month from the reconvened meeting date and that a statement by its auditors Garcia Campbell and Associates should be released by the end of this week. The company also intends to host a town hall before the end of 2026 and an investor forum before its next AGM.

“We are holding ourselves accountable to ensure that any concerns and all concerns are effectively addressed,” Swaby told investors at the meeting.