EduFocal Limited (LEARN) – Annual Report for year ended December 31, 2025
E D U F O C A L L I M I T E D 2025 2025 Annual Report For the Year Ended December 31, 2025 REGISTERED OFFICE The Summit, Suite 2014 16 Chelsea Avenue Kingston 5, Jamaica WEBSITE edufocalgroup.com A N N U A L R E P O R T 2025
Contents A N N U A L R E P O R T 2 0 2 5 01 P A R T O N E About EduFocal • Who We Are • Mission • Vision • Our Values • What We Do • Education Division • Commercial Division 02 P A R T T W O Governance & Leadership • 2025 Highlights • Notice of AGM • Message from the CEO • Corporate Governance • Corporate Governance Structure • Corporate Data 03 P A R T T H R E E Stewardship • Shareholders Pro fi le • Board of Directors • Our Management Team • Corporate Social Responsibility • Management Discussion & Analysis 04 P A R T F O U R Financial Statements • Independent Auditor's Report • Audited Financial Statements 05 P A R T F I V E AGM Materials • Form of Proxy E D U F O C A L L I M I T E D / Annual Report 2025 Page 1 of 37
The EduFocal Group is a leading educational technology (EdTech) company headquartered in Kingston, Jamaica. We aim to empower individuals, schools, organizations, and governments to unlock the full potential of their human capital through innovative training and educational solutions. Since our establishment in 2012, we have been at the forefront of educational advancement, providing cutting-edge learning platforms and content to schools and companies. With our comprehensive learning platform and e-courses, we have successfully supported over 250,000 parents in preparing their students for the Grade Six Achievement Test (GSAT), its replacement, and the Primary Exit Profile (PEP). In addition, we have collaborated with esteemed institutions like the Transport Authority and HEART Trust NTA to design and implement customized learning environments. That dedication to innovation drives us to continually explore new avenues in educational technology. Our drive, initiative, and investments in technology have led us to become one of the Top 100 EdTech startup companies in the Latin America and Caribbean Region in 2021 and 2022 as ranked by Holon IQ. 2012 FOUNDED 250K+ PARENTS SUPPORTED Top 100 EDTECH IN LATAM & CARIBBEAN A B O U T U S Who We Are A leading educational technology company headquartered in Kingston, Jamaica — empowering individuals, schools, organizations, and governments to unlock their full potential through innovative learning solutions. E D U F O C A L L I M I T E D / Annual Report 2025 Page 2 of 37
We aim to empower individuals, schools, organizations, and governments to unlock the full potential of their human capital through innovative training and educational solutions. M I S S I O N Leveraging technology and expertise to educate people at scale — whether at school, home, or the workplace. V I S I O N To power a world of learning without boundaries — providing the tools and solutions people need to become the best version of themselves. E D U F O C A L L I M I T E D / Annual Report 2025 Page 3 of 37
Our Values Collaboration We enjoy not just the work itself, but also the people around us. We trust each other and as a result, our collective efforts have a real impact in the world. Impact Our work is meaningful to the people and communities we serve. We aim to uplift and deliver value at every touch point. This is the source of our strength. Passion We are committed to our craft and push ourselves to be bold, innovative, and creative while maintaining the highest standards. Transformation EduFocal is a vehicle for social empowerment. We are the change we want to see in the world. E D U F O C A L L I M I T E D / Annual Report 2025 Page 4 of 37
EduFocal Limited operates through two core divisions: the Education Division , which encompasses all of our B2C and B2B education-focused offerings, and the Commercial Division , which delivers enterprise and institutional services and supports our expansion beyond traditional EdTech. EduFocal Limited Empowering Minds, Transforming Futures Education Division Learners, schools & ministries Commercial Division Enterprises & institutions EduFocal Academy PEP prep, D2C Quizzative Assessments CleverSchoolTeacher K–1 teachers (US) Corporate Training Enterprise L&D Time & Attendance Cloud software AI Onboarding Compliance & HR EduFocal Group structure: two core divisions, multiple delivery channels. O U R B U S I N E S S What We Do Empowering Minds, Transforming Futures — through two core divisions that bring innovative learning and technology solutions to learners, enterprises, and governments. E D U F O C A L L I M I T E D / Annual Report 2025 Page 5 of 37
Empowering Minds, Transforming Futures At EduFocal Group, we have chosen to embark on a journey that goes beyond just being an educational technology company. We are driven by a deep-rooted passion for transforming lives through education, and our commitment to this purpose is what fuels our every endeavor. We strive to empower individuals, schools, organizations, and government agencies to unlock the full potential of their human capital through innovative learning solutions. What sets us apart is our unwavering dedication to innovation. We understand that in a world that is rapidly advancing technologically, education must evolve to keep pace. This realization drives us to continually explore new avenues in educational technology, seeking out innovative approaches that revolutionize the way knowledge is acquired and shared. We believe that by embracing emerging technologies, we can empower learners to overcome barriers and unlock their full potential. Our mission is to leverage technology and expertise to educate people at scale, whether at school, home, or the workplace. We envision a world where education knows no boundaries, where everyone has access to the tools and solutions they need to become the best version of themselves. We are motivated by the belief that education is the key to unlocking human potential and driving social and economic progress. The EduFocal Group has chosen this path because we believe in the power of education to transform lives. By providing innovative training and educational solutions, we are paving the way for a brighter future — one where learning has no limits, and everyone can thrive. Education Division DIVISION The Education Division encompasses all of EduFocal’s B2C and B2B education-focused offerings. With a deep understanding of the evolving educational landscape, the division deploys cutting-edge technology to create engaging and interactive platforms that empower learners to learn effectively. By integrating gamification elements and social features into our offerings, we enhance the online learning experience, promoting active engagement and collaboration among students. The division also anchors our partnerships with Ministries of Education across the region, through which we support national examination preparation and extracurricular learning programs. EduFocal Academy EduFocal Academy (formerly Learning Lab) is our direct-to-consumer platform for Primary Exit Profile (PEP) preparation and academic readiness. With a particular focus on the PEP subjects, Language Arts, Mathematics (with worked solutions for hundreds of math questions), Science, Social Studies & Mental Ability, and Performance Tasks, the Academy provides extensive coverage of the core PEP curriculum through practice questions, interactive exercises, and structured study tools that parents and students can access on a subscription basis. Quizzative Quizzative is our automated assessment platform. It enables teachers to create, assign, and grade assessments using just a smartphone camera, replacing hours of manual marking with instant results. Quizzative also powers our Content Hub, providing curriculum-aligned question banks that support both consumer and institutional use cases across the region. CleverSchoolTeacher.com E D U F O C A L L I M I T E D / Annual Report 2025 Page 6 of 37
Clever School Teacher (CST) is a monthly subscription service specifically tailored for K-1 teachers, primarily located in the United States. With CST, educators can enjoy a wide range of benefits, including access to carefully curated K-1 resources and professional development materials delivered on a monthly basis. Subscribers gain early access to these resources, and CST Monthly provides ongoing access to the resources for the current month, as well as future months, for as long as the individual maintains an active subscription. Ministry of Education Partnerships In collaboration with Ministries of Education across the Caribbean, the Education Division delivers extracurricular programs that support students preparing for national examinations. These partnerships provide institutional credibility that strengthens both our consumer and enterprise offerings. Commercial Division DIVISION The Commercial Division focuses on enterprise and institutional services, including corporate training, cloud- based time and attendance management software, AI-enabled onboarding, and compliance and employee engagement solutions. The division exists to pursue opportunities beyond traditional EdTech, particularly with clients we already serve. Many of our existing B2B relationships have needs that extend beyond education, and the Commercial Division allows us to capture that revenue without acquiring new customers, expanding EduFocal’s addressable market and positioning the Group as a broader technology partner to both public and private sector clients. Corporate Training & LMS Customized learning management systems and training programs shaped around each client's needs, branding, and reporting, anchored by EduFocal Engage, our corporate LMS. Time & Attendance Cloud-based time and attendance management software that gives organizations real-time visibility into their workforce. AI-Enabled Onboarding Intelligent onboarding solutions that get new hires productive faster while ensuring compliance requirements are met from day one. Compliance & Engagement Compliance and employee engagement solutions that help enterprises develop, measure, and retain their workforce. E D U F O C A L L I M I T E D / Annual Report 2025 Page 7 of 37
2025 Highlights Return to operating profitability. Operating profit of J$23.9 million, compared with an operating loss of J$235.3 million in 2024. Net loss narrowed by 49% to J$29.4 million, from J$58.0 million in 2024. Cost base reset. Administrative and operating expenses reduced by 86% to J$46.4 million, from J$332.4 million in 2024. Governance renewal. Harry Campbell appointed Chairman of the Board, new independent directors Mark Pike and Olivia Cream appointed, and Garcia Campbell and Associates appointed as external auditors. Trading resumed. Trading in the Company’s shares resumed on the JSE Junior Market in December 2025 after the Company brought its financial reporting current. Pivot to recurring revenue. Continued shift away from one-off project contracts toward recurring B2B contracts and retainers, subscriptions on EduFocal Academy, and B2G partnerships. Balance sheet workout under way. Accounts payable reduced by J$26.2 million and the Director’s Account reduced by J$19.6 million during the year. E D U F O C A L L I M I T E D / Annual Report 2025 Page 8 of 37
NOTICE OF AGM SEPTEMBER 2026 M T W T F S · · · · · · · · · · · · · · · · · · · · · · · · 10 ANNUAL GENERAL MEETING E D U F O C A L L I M I T E D / Annual Report 2025 Page 9 of 37
Notice of Annual General Meeting DATE Sept 10, 2026 Thursday TIME 10:00 a.m. Jamaica time FORMAT Online Joining link to be circulated The Annual General Meeting (AGM) of EduFocal Limited (hereinafter referred to as "the Company") will be held on Thursday, September 10, 2026 at 10:00 a.m. in an online format, to consider and, if thought fit, pass the following resolutions: 1. To receive the report of the Board of Directors and the Audited Financial Statements for the year ended December 31, 2025, circulated herewith Resolution No. 1 “THAT the Audited Financial Statements for the year ended December 31, 2025, and the reports of the Directors and Auditors circulated with the Notice convening the meeting be and are hereby adopted.” 2. Retirement and re-election of Directors Resolution No. 2.1 “THAT in accordance with the Companies Act section 178 the Directors be and hereby re-elected en bloc” Resolution No. 2.2 Article 114 of the Company’s Articles of Incorporation provides that at each Annual General Meeting, one-third of the Directors, or where the number of Directors is not three or a multiple of three, the number nearest to one-third, shall retire from office. Having reviewed the composition of the Board and the operation of Article 114, the Company notes that the number of Directors retiring by rotation at this Annual General Meeting does not amount to one-third of the Board. However, Mr. Gordon Swaby is the Director due to retire by rotation in accordance with Article 114 and, being eligible, has offered himself for re-election. “THAT Mr. Gordon Swaby, who retires by rotation pursuant to Article 114 of the Company’s Articles of Incorporation and, being eligible, offers himself for re-election, be and is hereby re-elected as a Director of the Company.” Resolution No. 2.3 E D U F O C A L L I M I T E D / Annual Report 2025 Page 10 of 37
Article 120 of the Company’s Articles of Incorporation provides that the Directors shall have power, from time to time and at any time, to appoint any person to be a Director of the Company, either to fill a casual vacancy or as an addition to the Board. The following persons were appointed by the Board to fill casual vacancies during the year: Director Appointed Mark Pike June 26, 2025 Olivia Cream June 26, 2025 Harry Campbell September 2, 2025 In accordance with Article 120, the said Directors retire at this Annual General Meeting and, being eligible, have offered themselves for election. “THAT Mark Pike and Olivia Cream, Harry Campbell who were appointed by the Board to fill casual vacancies pursuant to Article 120 of the Company’s Articles of Incorporation and who now retire and, being eligible, offer themselves for election, be and are hereby elected as Directors of the Company.” 3. To appoint Auditors and authorize the Directors to fi x the remuneration of the Auditors Resolution No. 3 “THAT Garcia Campbell & Associates, having signified their willingness to serve, continue in the office as Auditors of the Company pursuant to Articles 136 of the Company’s Articles of Incorporation to hold office until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Directors of the Company.” 4. To fi x the fees of the Directors Resolution No. 4 “THAT the amount shown in the Financial Statements of the Company for the year ended December 31, 2025, for fees of the Directors be and is hereby approved.” Special Resolutions 5. Change of Company Name and Purpose Resolution No. 5 “THAT, with the consent of the Registrar of Companies, the Company’s name be changed from EduFocal Limited to Walstron Limited, and its purpose amended from an education technology business to a diversified holding company operating across education technology, technology, commerce, and properties and real estate, reflecting its expanded business focus and long-term growth strategy.” E D U F O C A L L I M I T E D / Annual Report 2025 Page 11 of 37
6. Share Issue Resolution No. 6 “THAT the Directors may issue unissued shares in the capital of the Company and allot them for purposes of providing ownership interests in the Company, to key partners, executives, legal advisors and/or other employees of the Company and/or its subsidiaries, as compensation for services and/or for valuable consideration provided to the Company and/or its subsidiaries by such key partners, executives, legal advisors, and/or other employees, in each case as the Directors may determine within their discretion.” E D U F O C A L L I M I T E D / Annual Report 2025 Page 12 of 37
Message from the CEO 2025 was the year we rebuilt the foundations of this company. We restructured the business around a leaner cost base and recurring revenue, we renewed our Board and our governance, and we brought our financial reporting current. The top line is smaller than it was, but the business underneath it is healthier, more disciplined, and better positioned for sustainable growth than it has been in years. REVENUE J$70.27M Down 28% as we exited one-off project work OPERATING PROFIT J$23.9M Versus a J$235.3M operating loss in 2024 NET LOSS J$29.4M Narrowed 49% from J$58.0M in 2024 Progress on Strategic Initiatives Governance and Accountability We made hard changes in 2025, and we made them deliberately. The Board was renewed with the appointment of Harry Campbell as Chairman in September, alongside new independent directors Mark Pike and Olivia Cream. We appointed Garcia Campbell and Associates as external auditors and committed the Company to enhanced disclosure. The suspension of trading in our shares earlier in the year was a low point that we did not take lightly. We did the work, brought our filings current, and trading resumed on the JSE Junior Market in December 2025. My commitment to shareholders is simple: transparency and accountability now guide how this company operates. A Leaner, Recurring-Revenue Business We moved away from volatile, one-off project contracts and toward predictable, recurring income. That decision cost us revenue in the short term and was the right one. Administrative and operating expenses fell by 86% to J$46.4 million, and the Company recorded an operating profit of J$23.9 million, its clearest signal yet that the restructuring has taken hold. Recurring B2B contracts and retainers anchor the business today. EduFocal Academy, our direct-to-consumer platform for PEP preparation and academic readiness, and Quizzative, our automated assessment platform, represent our highest- margin growth opportunities as we enter the 2026 examination cycle. Balance Sheet Repair Our balance sheet remains our most significant challenge, and we are clear-eyed about that. Finance costs of J$29.6 million remain the primary drag on the bottom line, and the auditors have drawn attention to a material uncertainty related to going concern. We are not hiding from either fact. During the year we reduced accounts payable by J$26.2 million and reduced the Director’s Account by J$19.6 million, and we continue to engage our creditors and lenders constructively. The planned rights issue remains an important element of our capital strategy, and we will provide further details on timing and structure in due course. Financial Performance E D U F O C A L L I M I T E D / Annual Report 2025 Page 13 of 37
2025 vs 2024 Financial Performance In millions of Jamaican dollars (J$M) Revenue ▼ 28% 97.17 2024 70.27 2025 Net Loss ▼ 49% (improved) (57.97) 2024 (29.43) 2025 Source: 2025 Audited Financial Statements, EduFocal Limited. Revenue for 2025 was J$70.27 million, compared with J$97.17 million in 2024. The decline reflects our continued transition from large one-off project contracts to smaller recurring streams, and the rate of decline moderated through the year. Against that smaller top line, the Company generated an operating profit of J$23.9 million, a swing of more than J$259 million from the prior year’s operating loss. Net loss narrowed by 49% to J$29.4 million, with net finance costs of J$29.6 million now the primary gap between operating performance and the bottom line. The underlying operating business is profitable. The task ahead is converting that operating progress into balance sheet repair. Outlook The restructuring is substantially complete. The work ahead is about growth, and we believe we are ready for it. Our priorities for the year ahead are scaling Quizzative and EduFocal Academy adoption across Jamaica and the Caribbean, growing recurring B2B revenue through deeper client relationships, advancing creditor discussions toward a sustainable resolution, and maintaining full compliance with JSE continuing listing requirements. Since the year end we have also officially launched EduFocal Engage, our corporate learning management system, and EduFocal100, our commitment to build free websites for 100 Jamaican schools, both of which extend the relationships that feed our commercial pipeline. The path ahead carries real risk. Our debt burden is significant, our cash position is tight, and we operate in a competitive environment. EduFocal is also a fundamentally different company today than it was 18 months ago. We have the team, the products, and the operating discipline to build from here. Conclusion Thank you to our shareholders for your continued patience and belief in this company. Thank you to our team, whose dedication through a difficult period has been extraordinary. Thank you to our creditors and lenders for their willingness to work with us constructively. And thank you to the schools, teachers, students, and partners who trust EduFocal to help them succeed. Your success is our success. Gordon Swaby Chief Executive Of fi cer, EduFocal Limited E D U F O C A L L I M I T E D / Annual Report 2025 Page 14 of 37
Corporate Governance Corporate Governance Framework and Policy The Corporate Governance Framework and Policy of EduFocal Limited establish the role, responsibilities, and processes of the Board of Directors, guided by sound principles and accepted best practices at both local and international levels. This framework aligns with the requirements of the Jamaica Stock Exchange (JSE) and the Private Sector of Jamaica (PSOJ) guidelines, aiming to ensure transparency, accountability, responsiveness, stability, equity, and inclusiveness. Role of the Board of Directors The Board of Directors is elected by shareholders to provide oversight of, and strategic guidance to, senior management of the Company. The core responsibility of a Board member is to fulfill his or her duties of care and loyalty and otherwise to exercise his or her business judgment in the best interests of the Company and its shareholders. The Board of Directors is responsible for electing and overseeing the Company’s officers, Non-Executive Directors and for ensuring that management and Executive Directors advance the interests of the shareholders through the operation of the Company’s business. The Board recognizes that it is management’s responsibility to carry out the policies and strategies approved by the Board and to manage and carry out the operation of the Company’s business. The Board is committed to legal and ethical conduct in fulfilling its responsibilities. The Board expects all directors, as well as officers and employees of the Company, to adhere to the Company’s Code of Business Conduct & Ethics. II. Board Composition, Selection and Leadership A. Size and Classes of Board The number of directors shall be established by the Board from time to time in accordance with the By-Laws of the Company, as amended from time to time. The Board is divided into Executive and Non-Executive Directors. B. Independent Directors It is the policy of the Company that the Board be composed of not less than a majority of independent directors based on applicable laws, regulations, and the Jamaica Stock Exchange listing standards. To be considered “independent” for purposes of the director qualification standards, the following should be observed: the Board must affirmatively determine that the director otherwise has no material relationship with the Company, directly or as an officer, shareowner or partner of any organization that has a relationship with the Company. In each case, the Board shall broadly consider all relevant facts and circumstances in making an independence determination. C. Board Membership Criteria and Selection The Board shall be responsible for nominating individuals for election to the Board by the Company’s shareholders. The Board is also responsible for filling vacancies on the Board that may occur between annual meetings of shareholders. D. Term Limits; Retirement Policy The Board of Directors does not believe it should limit the number of terms for which an individual may serve as a director. Moreover, the Board of Directors does not believe that there should be a mandatory retirement age for directors. The Board will at least annually review incumbent directors and the strengths and weaknesses of the Board of Directors as a whole. This review includes consideration of a director’s interest in continuing as a member of the Board, what skills, experiences, and areas of expertise the director brings to the Board of Directors, and the needs of the Company for a proper mix of personnel and talents on the Board given EduFocal Group’s needs at the time. E D U F O C A L L I M I T E D / Annual Report 2025 Page 15 of 37
E. Membership on Other Boards Directors should not serve on the board of directors of more than four (4) public companies, including EduFocal Group, at any one time. However, the Board may determine that service in excess of these guidelines is appropriate based on the facts and circumstances. If a director wishes to join the board of directors of another public or for-profit private company, he or she must first provide notice in writing to the Chairman of the Board and the Secretary of the Company. F. Director Resignation If a director wishes to resign, he or she may do so at any time by giving resignation notice. In order for such resignation to be effective, the resignation notice must be given in writing to the Chairman of the Board and the Secretary of the Company. The director’s resignation shall take effect at the time specified in the resignation notice, and, except as provided in the immediately following paragraph, the acceptance of such resignation shall not be necessary to make it effective. If a director is required to tender his or her resignation because such director has failed to receive the required number of votes in accordance with the Company’s Director Resignation Policy, as in effect from time to time (the “Director Resignation Policy”), such director shall tender his or her written resignation as required by the Director Resignation Policy. Unless otherwise provided in the Director’s Contract, such resignation shall only be effective upon the Board’s acceptance thereof in accordance with the terms of the Director’s Contract. G. Board Leadership The Board of Directors shall, at least annually, evaluate and determine an appropriate leadership structure for the Board so as to provide effective oversight of management. III. Board Meetings A. Frequency of Board Meetings The Board currently plans at least four Board meetings each year. Additional meetings are held as needed and are called in accordance with the Company’s By-Laws, as amended from time to time. The Chairman, in consultation with the senior management and Board members, will determine the agenda and length of the meetings. B. Attendance Directors are expected to attend all or substantially all Board meetings and meetings of the Board committees on which they serve. The Board expects all directors to attend the annual meeting of shareholders. C. Management Involvement in Board Meetings; Director Access to O ffi cers, Employees and Information The Board encourages the CEO to schedule members of senior management or other employees to attend Board meetings and make presentations where such employees can provide insight into the items being discussed. Directors have full access to officers, employees, and the books and records of the Company. Any meetings or contact that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary. The directors should use their judgment to ensure that any such contact is not disruptive to the business operations of the Company. D. Executive Sessions of Non-Employee Directors The Board Meeting agenda shall include an Executive Session, which non-executive directors will have the opportunity to discuss matters in the absence of any executive directors. The directors shall not take formal action at these sessions but may make recommendations for consideration by the full Board. IV. Board Committees A. Number and Type of Committees; Independence of Members E D U F O C A L L I M I T E D / Annual Report 2025 Page 16 of 37
The Board of Directors shall create, maintain and disband its committees depending on internal needs and in compliance with applicable laws, regulations and Jamaica Stock Exchange listing requirements. The current standing committees of the Board are: 1. the Audit Committee 2. the Corporate Governance Committee, and 3. the Remuneration Committee. Each standing Board committee shall have a written charter. The Audit Committee and the Remuneration Committee shall be composed of no less than 3 independent directors, except to the extent allowed under applicable laws, regulations and Jamaica Stock Exchange listing standards. B. Committee Member Selection The CEO shall make recommendations to the Board of Directors with respect to the Board committee members and committee chairpersons. In making such recommendations, the CEO may consult with the Chairman of the Board and shall take into account the desires of the individual Board members. The Board shall consider rotation of committee members and committee chairpersons at such intervals as the Board determines, based on the recommendation of the CEO. Consideration of rotation shall seek to balance the benefits derived from continuity and experience against the benefits derived from gaining fresh perspectives and enhancing directors’ understanding of different aspects of the Company’s business and functions. The Board shall annually appoint such committee members and committee chairpersons. C. Committee Meetings The chairperson of each Board committee, in consultation with the committee members, will determine the frequency and length of the committee meetings, consistent with any requirements set forth in the committee’s charter. The chairperson, in consultation with management and committee members, shall develop the committee meeting agendas. D. Committee Reports Oral reports of committee meetings shall be provided to the full Board of Directors, subsequent to each committee meeting. V. Other Matters A. Director Evaluations Board members shall annually evaluate the performance and effectiveness of the Board of Directors as a whole, as well as its committees. The Executive Directors shall assume primary responsibility for overseeing the assessment process and report to the Board the results of the assessment and any recommendations arising from such results. All directors are free to make suggestions for improving the Board’s practices at any time and are encouraged to do so. B. Director Remuneration The Board believes that the level of director Remuneration should generally be competitive. The Remuneration Committee periodically reviews and makes recommendations to the full Board of Directors which determines non-employee director Remuneration. C. Executive O ffi cer Evaluations and Remuneration Succession Planning The Remuneration Committee shall annually evaluate the performance of senior executives of the Company for purposes of determining executive Remuneration. The CEO’s Remuneration shall be presented to the full Board of Directors for review and approval. The Board shall review periodically with the CEO the Company’s plan for succession and other senior executive positions. D. Independent Advisors E D U F O C A L L I M I T E D / Annual Report 2025 Page 17 of 37
The Board of Directors and its committees shall have the right at any time to retain independent outside financial, legal or other advisors as the Board or its committee deems appropriate. EduFocal Group will pay the fees and expenses of any such advisors. E. Director Orientation All new directors shall participate in a Company orientation program within a reasonable time after joining the Board. The orientation shall include presentations by management on appropriate topics and such other matters as the Board or the Secretary shall determine. F. Communication with Shareholders The Board believes that management should speak for the Company and that, generally, the Chairman should speak for the Board. In appropriate circumstances, however, chairpersons of committees may engage with the Company’s shareholders with the permission of the CEO. Such communications shall be coordinated through the Secretary. G. Corporate Responsibility The Board recognizes that a long-term view is required to realize the Company’s core mission of using technology to transform education. The Board’s policy is to take into consideration the long-term interests of the Company and its shareholders and, as deemed appropriate by the Board, the Company’s other stakeholders, including employees, the teaching community, regulators, partners, suppliers, and local communities. Unless the Board determines otherwise, the Executive Directors shall: (i) be responsible for overseeing the Company’s key corporate responsibility initiatives, including those expected to have a significant impact on the Company’s ability to deliver sustained growth, and (ii) conduct a periodic review of environmental, social, and governance matters pertaining to the Company. The Board has established a Board Charter and Committee Terms of References for three (3) Standing Committees. These documents provide a clear scope of responsibilities and transparency for the Board and Committees to operate effectively. The Standing Committees function under delegated authority from the Board and undertake tasks that cannot be addressed during regular board meetings. Committee members provide timely updates to the Board on their activities, decisions, and recommendations. Audit Committee Responsibilities of the Audit Committee The Audit Committee provides support to the Board in presenting a balanced and comprehensible assessment of the Company’s consolidated accounting systems, internal controls, risk management practices, financial position, and business prospects. The Committee’s duties include: Establishing a suitable framework for identifying and managing risks. Ensuring the independence and effectiveness of both internal and external audit functions. Establishing and maintaining a robust and effective system of internal controls while monitoring its effectiveness. Reviewing and confirming the integrity of the consolidated financial statements and addressing matters of significant importance to the investing public, recommending them for Board approval. The Board retains responsibility and accountability for the final release. Remuneration Committee Purpose E D U F O C A L L I M I T E D / Annual Report 2025 Page 18 of 37
The Remuneration Committee (“Committee”) shall assist the Board of Directors (“the Board”) of EduFocal Limited (“the Company”) in fulfilling its fiduciary responsibilities relating to the fair and competitive Remuneration of the non-executive directors, executives and other key employees of the Company the administration of the general employees’ welfare plans of the Company Membership The Committee shall be appointed by the Board. All Committee members shall be independent and/ or non-executive directors of the Company. The Committee shall consist of not less than three (3) but no more than five (5) members. The Committee members and chairperson shall be appointed by the Board from among the independent and/or non- executive directors and/or other external non-affiliated representatives approved by the Board and shareholders. In addition to the Committee members, the Chief Executive Officer and the Company’s executive with oversight of the Company’s human resource’s function will function as management representatives, and will attend all meetings, except those during voting and deliberations dealing with their own Remuneration, and when the Committee determines their attendance is not appropriate. The Board may fill vacancies on the Committee and may remove a committee member from the membership of the Committee at any time with or without cause. Meetings and Quorum The Committee shall meet at least once per year. A majority of Committee members shall constitute a quorum for any meeting. All Committee members are expected to attend each meeting, in person or via tele- or videoconference. Any action of a majority of the members of the Committee present at any meeting at which a quorum is present; or any action of the Committee if all of the Committee members have signed a Round Robin Resolution circulated by the Corporate Secretary, shall be an action of the Committee. All resolutions approved by Round Robin should be noted at the next regular Board meeting. The Company Secretary shall be the secretary of the Committee. Responsibilities The Committee’s responsibilities shall be: Chief Executive Officer and Executive Management Remuneration – Conduct evaluations and determine the remuneration for the Chief Executive Officer and other executive management. Review and approve goals and objectives for the Chief Executive Officer and conduct performance evaluations of the Chief Executive Officer against such goals and objectives. Consider the evaluations of the other executive management conducted by the Chief Executive Officer. Review and approve the annual remuneration framework for the Chief Executive Officer and the other executive officers. Agree on the remuneration framework, including salary, target performance incentives, short and long-term incentive awards, perquisite/fringe benefits, and other forms of remuneration. In setting such remuneration programmes, the Committee shall: 1. Review the remuneration practices of comparable companies. 2. Coordinate the framework with the goal of achieving ongoing effectiveness. 3. Set the appropriate financial performance measures, targets, and goals for the Chief Executive Officer and executive management. Report to the Board on the foregoing annual remuneration framework and details of the remuneration for the Chief Executive Officer and executive management. E D U F O C A L L I M I T E D / Annual Report 2025 Page 19 of 37
Board Remuneration – Based on a comparison of market trends, review and recommend to the Board any changes to the components and amount of Remuneration for its members. Employee Plans – Review, approve and report to the Board when materially modifying any Remuneration programmes that yield payments and benefits that are not reasonably related to the employees’ performance and that have a material cost impact to the Company or, to the extent required by law, have a significant impact to employees, including fringe benefit programmes. Executive Agreements – Review, approve and report to the Board with input from the Chief Executive Officer, all executive candidates’ offer packages and new and existing executives’ employment contracts. Reporting Procedures The secretary shall prepare meeting agendas which are to be circulated, along with any appropriate briefing materials to members in advance of meetings at least five (5) working days in advance of meetings. The secretary shall be responsible for preparing minutes of the Committee meetings containing information regarding actions, discussions and decisions taken at the meeting and submit to the Board at its next meeting. The Committee members shall participate in an annual performance review of their work as part of the Board evaluation process. Corporate Governance Committee Governance is about structures and processes that are designed to ensure transparency, accountability, responsiveness, stability, equity, inclusiveness and the promotion of the rule of law. Good governance enhances the company’s goodwill as well as bolsters its integrity and ethical standing in the community with regulators, vendors, customers and its most important asset – its employees. The Company’s governance regime will, at a minimum, be centered around having the following in place: 1. Board and Committee Charters Developed and Approved The Board and its sub-committees – The Corporate Governance, Audit, and Compensation Committees – must have charters approved by the Board and uploaded onto the website for Shareholder accessibility. The Charters will provide the remit and scope of responsibilities thereby allowing the Board and Committees to operate with certainty and transparency. 2. Policies Approved by the Board and Fully Implemented Policies are critical to the company as they create uniformity, consistency, build trust among the stakeholders and drive accountability, thereby reducing the risk of unwanted events. To this end, the existence of policies provides a decision- making framework to ensure that integrity and fairness are adhered to when issues arise as well as minimize risks of exposure for the company. The company’s policies will therefore guide its operations by integrating its mission, vision, values and culture into clearly written and easily accessible documents for the benefit of all stakeholders. They cover what employees can expect from the organization (e.g. employee benefits, vacation leave), what the company expects from employees (e.g. code of conduct, confidentiality agreements), and what customers and the community can expect from the organization (e.g. customer service). 3. Divisions and Departments Develop Procedural Manuals that Fully Operationalize Policies Procedural manuals operationalize policies, streamline processes and provide a road map for day-to-day operations. They help to ensure optimum business operations and consistent delivery of services and completing certain tasks of the company. The risks associated with unplanned events, off boarding and onboarding team members are mitigated by procedural manuals, in that the systematic approach to the business practices is clearly outlined. 4. Committee Meetings Reports to the Board E D U F O C A L L I M I T E D / Annual Report 2025 Page 20 of 37
Committees operate on the delegated authority by the Board and so, the Committees take on work that the Board cannot do during its regular Board meetings. Therefore, it is important for Committees and their members to communicate their work to the other Board members. Committees meet in accordance with their charters, and on a timely basis, the Board is updated on their activities, decisions and recommendations by way of a report. 5. Annual Evaluation of the Board and its Committees An evaluation examines the roles of the Board and its Committees and the entailing responsibilities and also assesses how effectively these are fulfilled by the Board and the Committees. It is the responsibility of the Corporate Governance Committee to ensure that an assessment instrument and a process exist for the annual evaluation exercise. Relationship with Stakeholders The Board is committed to maintaining contact with stakeholders to understand their issues and concerns. General meetings are held to encourage physical and virtual attendance and the opportunity to communicate effectively with the members of the Board. The shareholders are invited to meet and interact with the Board to help it stay abreast of their issues, opinions, and recommendations for the growth and development of EduFocal Limited. The minutes of general meetings are available for scrutiny by the shareholders, as well as the quarterly and annual financial reports. The JSE and EduFocal Limited’s website are the primary channels for communication with stakeholders. Material information for shareholders and other stakeholders is timely disclosed through uploads to the JSE, the Company’s website (edufocalgroup.com), and local newspapers. The information disclosed is factual and presented in a clear and balanced way. E D U F O C A L L I M I T E D / Annual Report 2025 Page 21 of 37
The Corporate Governance Structure of the Company EduFocal prioritizes the highest standards of corporate governance, establishing a streamlined framework to effectively manage and oversee our business operations. Our unwavering dedication to good governance guarantees that everyone within our organization follows fair and transparent decision-making procedures, ensuring the protection of the interests of our shareholders, managers, employees, customers and other stakeholders. We strictly adhere to the guidelines set forth in the Jamaica Corporate Governance Code, the Jamaica Stock Exchange Junior Market Rules, and globally recognized best practices in corporate governance. Organizational Structure EduFocal Group operates under a well-defined organizational structure comprising two core divisions: the Education Division and the Commercial Division . The Education Division encompasses all of the Group’s B2C and B2B education-focused offerings, including EduFocal Academy (formerly Learning Lab), Quizzative, CleverSchoolTeacher.com, and partnerships with Ministries of Education across the region. The division focuses on the development of innovative digital learning experiences for learners at every stage, from primary examination preparation to professional development. The Commercial Division focuses on enterprise and institutional services, including corporate training, cloud-based time and attendance management software, AI-enabled onboarding, and compliance and employee engagement solutions. The division collaborates with government entities and the business community to deliver tailored learning management systems and workforce technology, while also supporting EduFocal’s expansion into sectors beyond traditional EdTech, ensuring a competitive edge in today’s dynamic business landscape. E D U F O C A L L I M I T E D / Annual Report 2025 Page 22 of 37
Corporate Data Directors 1. Chairman, Non-Executive Director — Harry Campbell 2. Chief Executive Officer, Co-founder — Gordon Swaby 3. Independent, Non-Executive Director — Kevin Donaldson 4. Independent, Non-Executive Director — Durval Williams 5. Independent, Non-Executive Director — Mark Pike 6. Independent, Non-Executive Director — Olivia Cream Company Secretary AspireSec Limited Registered O ffi ce The Summit, Suite 2014 16 Chelsea Avenue Kingston 5, Jamaica Attorneys Ramsay & Partners, Attorneys-at-Law 8 Lady Musgrave Road Kingston 5, St. Andrew, Jamaica Bankers 1. National Commercial Bank — Main Street, Christiana, Manchester 2. Jamaica Money Market Brokers — 2 Graham Street, Ocho Rios 3. First Global Bank Jamaica Limited — Shop 27, 121d Hope Road, Kingston Auditors Garcia Campbell and Associates, Chartered Accountants 11a East Avenue, Kingston 8 Mentor Vacant Mr. Herbert Hall, Investment Banking Consultant, served as Mentor until his resignation effective September 10, 2025. The Company is actively engaged in identifying a successor Mentor in accordance with the JSE Junior Market Rules and will advise the market once an appointment is made. Registrar / Transfer Agent Jamaica Central Securities Depository 40 Harbour Street, Kingston, Jamaica Management 1. Chief Executive Officer — Gordon Swaby E D U F O C A L L I M I T E D / Annual Report 2025 Page 23 of 37
SHAREHOLDERS PROFILE TOP 10 67.68% E D U F O C A L L I M I T E D / Annual Report 2025 Page 24 of 37
Top 10 Shareholders As at December 31, 2025. Top 10 Shareholders by Ownership Combined holdings: 67.68% of issued shares OKGOSH LIMITED 27.65% WIDEBASE LIMITED 13.74% MATRIX VENTURES LIMITED 6.35% PETER LEVY 6.21% DAVID A. WALCOTT 4.16% MARC CHRISTOPHER GAYLE 2.27% ROOTS FINANCIAL GROUP 2.04% KIRK-ANTHONY HAMILTON 1.86% ANDREW W. PAIRMAN 1.85% DIYA KHEMLANI 1.54% All Other Shareholders 32.32% Source: EduFocal Limited Disclosure of Shareholdings for the quarter ended December 31, 2025. Percentages are based on 648,446,094 issued ordinary shares. Primary Account Holder Joint Holder(s) Volume Percentage 1 OKGOSH LIMITED 179,308,871 27.6521% 2 WIDEBASE LIMITED 89,120,785 13.7437% 3 MATRIX VENTURES LIMITED 41,187,887 6.3518% 4 PETER LEVY Carol Levy 40,251,100 6.2073% 5 DAVID A. WALCOTT Grace A. Walcott 26,962,763 4.1581% 6 MARC CHRISTOPHER GAYLE Cheyenne-Kari Zoe Alexis Gayle 14,704,045 2.2676% 7 ROOTS FINANCIAL GROUP LIMITED 13,242,200 2.0421% 8 KIRK-ANTHONY HAMILTON 12,065,616 1.8607% 9 ANDREW W. PAIRMAN Paula Pairman 12,000,000 1.8506% 10 DIYA KHEMLANI Shashi Vashi Khemlani 10,000,000 1.5421% Total 438,843,267 67.68% Shareholdings of Directors, Senior Managers & Connected Persons E D U F O C A L L I M I T E D / Annual Report 2025 Page 25 of 37
As at December 31, 2025. Name Direct Connected Persons Total Directors Harry Campbell — — — Gordon Swaby 754,800 180,935,214 181,690,014 Grace Lindo* 7,707,741 — 7,707,741 Kevin Donaldson — 13,242,200 13,242,200 Shauna-Gaye Fuller Clarke* — — — Durval Williams — — — Mark Pike — — — Olivia Cream — — — Senior Management Gordon Swaby 754,800 180,935,214 181,690,014 Dr. Anna Bethune — — — *Demitted office after December 31, 2025. E D U F O C A L L I M I T E D / Annual Report 2025 Page 26 of 37
Board of Directors Harry Campbell Chairman, Non-Executive Director Harry Campbell was appointed a Director and Chairman of the Board of EduFocal Limited effective September 2, 2025. He is an accomplished technology executive with more than 20 years of experience driving digital transformation across the financial, energy, and public sectors. He most recently served as Chief Technology Officer at Cornerstone Trust & Merchant Bank, where he led strategic technology initiatives for the bank, Barita Investments Limited, and their parent company. He is a co-founder of the technology company Yassuh Jamaica and has served as an Independent Director of Future Energy Source Company Limited (FESCO) since 2020. Harry’s blend of enterprise technology leadership and public-company governance experience positions him to guide EduFocal through its next phase as a leaner, technology-led education company. Gordon Swaby Chief Executive Officer, Co-founder Mr. Gordon Swaby, the co-founder and current Chief Executive Officer of EduFocal since its establishment in 2010, has garnered widespread international recognition for his exceptional work in the education sector in Jamaica. In 2016, the British Broadcasting Corporation (BBC) acclaimed both EduFocal and Gordon as “Digital Disruptors,” producing a compelling documentary that aired on BBC’s networks. Gordon’s outstanding contributions to the education sector have also been acknowledged locally, including his receipt of the prestigious Governor General’s Award. Moreover, Gordon serves as a director for several public sector organizations, such as the Jamaica Library Service and E-Learning Jamaica Limited, further showcasing his commitment to fostering educational advancement. Kevin Donaldson Independent, Non-Executive Director With over 17 years of extensive experience in the financial industry, Kevin has demonstrated his expertise in various sectors including insurance, investment banking, treasury, and research, both locally and internationally. Holding an MBA with distinction in Banking and Finance from the Mona School of Business, as well as a BSc in Economics from the University of the West Indies, Kevin possesses a strong academic background. He serves as a director for Elite Diagnostics Limited, Indies Pharma Jamaica Limited, WiPay Caribbean Ltd, and other notable organizations. Additionally, Kevin is a co-founder and director of Roots Financial Group Limited, which acts as a lender to EduFocal through a loan agreement. This agreement grants Roots Financial the option to convert a portion of its debt into ordinary shares at the Invitation Price of J$1.00. Durval Williams Independent, Non-Executive Director Durval Williams is a seasoned audit and risk management professional with extensive experience in internal audit leadership across Jamaica’s financial services sector. He has held senior internal audit leadership positions at Supreme Ventures Limited, Sagicor Group Jamaica, and JMMB Group, developing deep expertise in governance, controls, and enterprise risk management. E D U F O C A L L I M I T E D / Annual Report 2025 Page 27 of 37
Durval holds a Bachelor of Science in Accounting from the University of the West Indies, Mona, and an MBA from Georgia Southwestern State University. His professional credentials include Certified Internal Auditor (CIA), Fellow of the Association of Chartered Certified Accountants (FCCA), Fellow of the Institute of Chartered Accountants of Jamaica (FCA), Chartered Professional Accountant (CPA), and Certified General Accountant (CGA), and he is a member of the Institute of Internal Auditors (IIA). Beyond his professional work, Durval is an active member of the Rotary Club of New Kingston. Mark Pike Independent, Non-Executive Director Mark Pike, PMP, C.Dir., joined the Board of EduFocal Limited effective June 26, 2025. He is a human resources and organizational development professional who serves as HR Development Director at Enterprise by IR Limited, with oversight of governance and shared services for major corporate clients. A certified Project Management Professional and Chartered Director, Mark brings to the Board deep experience in people strategy, governance, and organizational effectiveness. He serves as a member of the Company’s Remuneration Committee. Olivia Cream Independent, Non-Executive Director Olivia Cream joined the Board of EduFocal Limited effective June 26, 2025 and serves as Chairperson of the Company’s Remuneration Committee. She is a seasoned human resources executive with more than 15 years of strategic HR leadership in global and high-growth organizations. She is the Founder of Olivia Cream LLC, through which she provides fractional HR leadership to emerging companies, advising on organizational design, talent strategy, and culture. Board Changes The composition of the Board was renewed significantly during the period under review. Peter Levy, who had served as Chairman of the Board since 2012, resigned effective June 13, 2025, and Lloyd Swaby resigned effective June 19, 2025. Mark Pike and Olivia Cream were appointed to the Board effective June 26, 2025, and Harry Campbell was appointed Director and Chairman of the Board effective September 2, 2025. Grace Lindo and Shauna-Gaye Fuller Clarke have also since demitted office. The Board thanks all outgoing directors for their service and their contributions to the Company. E D U F O C A L L I M I T E D / Annual Report 2025 Page 28 of 37
Our Management Team Gordon Swaby Chief Executive Officer, Co-founder Mr. Gordon Swaby, the co-founder and current Chief Executive Officer of EduFocal since its establishment in 2010, has garnered widespread international recognition for his exceptional work in the education sector in Jamaica. In 2016, the British Broadcasting Corporation (BBC) acclaimed both EduFocal and Gordon as “Digital Disruptors,” producing a compelling documentary that aired on BBC’s networks. Gordon’s outstanding contributions to the education sector have also been acknowledged locally, including his receipt of the prestigious Governor General’s Award. Moreover, Gordon serves as a director for several public sector organizations, such as the Jamaica Library Service and E-Learning Jamaica Limited, further showcasing his commitment to fostering educational advancement. Gordon leads a lean operating team supported by the Board of Directors and specialist external partners across finance, legal, and technology, an operating model deliberately adopted as part of the Company’s restructuring. E D U F O C A L L I M I T E D / Annual Report 2025 Page 29 of 37
Corporate Social Responsibility EduFocal was founded on the belief that every Jamaican learner deserves access to high-quality education. That belief shapes how we give back. During 2025 the Company’s focus was necessarily on restructuring and restoring its financial footing, but that work created the platform for two significant community initiatives that are now in motion. School-in-a-Box Following the disruption caused by Hurricane Melissa, EduFocal partnered with the Save Our Boys and Girls Foundation on School-in-a-Box, an initiative funded by the Canada Fund for Local Initiatives (CFLI) through the High Commission of Canada in Jamaica. EduFocal serves as the executing partner on the ground. Phase 1 targets 3,800 students whose schooling was disrupted, providing learning materials, digital content access, and trained community mentors. A second phase, focused on expanding the program’s reach, is being developed together with the Foundation. EduFocal100 To mark the Company’s 14th anniversary in March 2026, EduFocal launched EduFocal100, a commitment to build 100 free, professionally designed websites for 100 Jamaican schools over the following year. Each school receives a custom- designed, mobile-friendly website with an administration panel its staff can actually use, hosted and secured by EduFocal at no cost. Schools are the communities we serve every day, and EduFocal100 is our way of investing directly in their digital presence. We look forward to reporting on the impact of both initiatives in next year’s report. E D U F O C A L L I M I T E D / Annual Report 2025 Page 30 of 37
Management Discussion and Analysis For the year ended December 31, 2025. All figures are drawn from the Company’s 2025 Audited Financial Statements (consolidated) unless otherwise indicated. Overview 2025 was a transition year in which EduFocal completed the most significant restructuring in its history. The Company deliberately moved away from volatile, one-off project contracts toward predictable recurring revenue, reset its cost base, renewed its Board and governance arrangements, and brought its financial reporting current, enabling trading in its shares to resume on the JSE Junior Market in December 2025. The result is a smaller but structurally healthier business: revenue declined, while the Group returned to operating profitability for the first time in recent years. J$ '000 FY 2025 FY 2024 Revenue 70,266 97,172 Administrative and operating expenses (46,365) (332,442) Operating pro fi t/(loss) 23,902 (235,270) Net fi nance costs (29,580) (30,948) Loss after taxation (29,428) (57,968) Loss per ordinary stock unit (J$) (0.04) (0.08) Revenue Revenue of J$70.3 million compared with J$97.2 million in 2024, a decline of 28%. The decline reflects the continued transition away from large one-off project contracts toward smaller recurring streams, and the rate of decline moderated as the year progressed. The majority of the Group’s revenue now comes from its B2B channel: recurring contracts, retainers, and project work for schools, enterprises, and institutional clients. The B2C channel, anchored by EduFocal Academy, is earlier in its growth curve but represents the Group’s highest-margin opportunity, while B2G partnerships with Ministries of Education across the Caribbean round out the revenue architecture. Expenses Administrative and operating expenses of J$46.4 million were 86% lower than the J$332.4 million recorded in 2024. The reduction reflects the full-year effect of the restructuring: a leaner organizational structure, renegotiated vendor arrangements, tighter discretionary spending, and disciplined cost management across the Group. Impairment losses on financial assets of J$23.8 million were recognized during the year, principally reflecting expected credit loss provisions against trade receivables. Pro fi tability The Group recorded an operating profit of J$23.9 million, compared with an operating loss of J$235.3 million in 2024. This is the clearest indicator that the restructuring has taken hold. Net finance costs of J$29.6 million remain the primary drag on the bottom line. The loss after taxation narrowed by 49% to J$29.4 million, from J$58.0 million in 2024, and the E D U F O C A L L I M I T E D / Annual Report 2025 Page 31 of 37
loss per stock unit improved to J$(0.04) from J$(0.08). The underlying operating business is now profitable; closing the gap to net profitability is principally a financing challenge. Balance Sheet and Going Concern J$ '000 Dec 31, 2025 Dec 31, 2024 Total assets 203,140 233,320 Cash and cash equivalents 104 2,493 Long term loans (non-current) 152,442 154,334 Current portion of long term loans 109,294 76,378 Payables 103,709 129,911 Total equity (de fi cit) (163,024) (129,172) The balance sheet remains the Group’s most significant challenge. The total equity deficit widened to J$(163.0) million, driven by the net loss for the year, and the accumulated deficit stood at J$(341.2) million at year end. Cash at year end was J$104,315. There were constructive movements during the year. Accounts payable declined by J$26.2 million to J$103.7 million, and the Director’s Account was reduced by J$19.6 million, from J$38.4 million to J$18.7 million. These movements reflect ongoing efforts to normalize the balance sheet even as the equity deficit remains elevated. The Independent Auditors’ Report draws attention to a material uncertainty related to going concern, noting the accumulated deficit and that current liabilities exceed current assets. Management is clear-eyed about this. Continuation as a going concern is dependent on the successful execution of strategies to reduce costs and increase revenue. The operating improvements demonstrated in 2025 give the Group and its creditors a credible foundation to work from. Creditor engagement remains active and constructive, and the planned rights issue continues to be an important element of the Group’s capital strategy. Outlook The restructuring is substantially complete, and the work ahead is about growth. The Group’s priorities for the year ahead are: Scaling Quizzative and EduFocal Academy adoption across Jamaica and the wider Caribbean, particularly through the 2026 PEP examination cycle; Growing recurring B2B revenue through deeper client relationships, supported by the official launch of EduFocal Engage, the Group’s corporate learning management system; Pursuing disciplined M&A opportunities that are strategically and financially accretive; Advancing creditor discussions toward a sustainable resolution and progressing the planned rights issue; Maintaining full compliance with JSE continuing listing requirements; and Winding down the African subsidiary operations, as previously disclosed, to concentrate resources on core Caribbean markets. The path ahead carries real risk: the debt burden is significant, the cash position is tight, and the competitive environment is active. EduFocal is nevertheless a fundamentally different company than it was 18 months ago, with the team, products, and operating discipline to build from here. E D U F O C A L L I M I T E D / Annual Report 2025 Page 32 of 37
AUDITED FINANCIAL STATEMENTS $ $ $ $ $ 2025 E D U F O C A L L I M I T E D / Annual Report 2025 Page 33 of 37
EduFocal Limited Index December 31, 202 5 Page Independent Auditors’ Report to the Members Financial Statements Consolidated statement of financial position 1 Consolidated Statement of Comprehensive Income 2 Consolidated Statement of Changes in Equity 3 Consolidated Statement of Cash Flows 4 Company statement of F inancial position 5 Company statement of C omprehensive income 6 Company statement of C hanges in equity 7 Company statement of Cash flows 8 Notes to the financial statements 9 - 5 7
INDEPENDENT AUDITORS’ REPORT To the Members of EduFocal Limited Report on the audit of the consolidated and stand - alone financial statements Our opinion In our opinion, the consolidated financial statements and the stand - alone financial statements give a true and fair view of the consolidated financial position of Edufocal Limited (the Company)and its subsidiary (‘the Group’) and the stand - alone financial position of the Company as at 31 December 202 5 , and of their consolidated and stand - alone financial performance and their consolidated and stand - alone cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) and comply with the requirements of the Jamaican Companies Act. What we have audited EduFocal Limited’s consolidated and stand - alone financial statements comprise: • The consolidated statement of financial position as at 31 December 202 5 ; • The consolidated statement of comprehensive income for the year then ended; • The consolidated statement of changes in equity for the year then ended; • The consolidated statement of cash flows for the year then ended; • The company statement of financial position as at 31 December 202 5 ; • The company statement of comprehensive income for the year then ended; • The company statement of changes in equity for the year then ended • The company statement of cash flows for the year then ended; and • The notes to the financial statements which include a summary of significant accounting policies. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated and stand - alone financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
INDEPENDENT AUDITORS’ REPORT (CONTINUED To the Members of EduFocal Limited Page 2 Report on the audit of the consolidated and stand - alone financial statements (continued) Emphasis of matter Material uncertainty related to Going Concern We draw attention to note 2(b) to the financial statements. The note indicates that the Company has an accumulated deficit of $3 28 , 062 ,99 4 (202 4 : $302,358,991 as at the reporting date, which is due to significant losses in the past. The Company’s current liabilities exceeded its current assets by $1 47,012,434 . The Company’s cash flow position shows a net decrease of $ 2,320,068 , 2 02 4 : 2,281,379 net increase . Continuation as a going concern, therefore, may be in doubt and is dependent on those charged with g overnance's ability to implement strategies to reduce costs an d increase revenue. Our opinion has not been modified in respect of this matter. Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code. Our audit approach Audit scope As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated and stand - alone financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of manageme nt override of internal controls, including, among other matters, consideration of whether t here was evidence of bias that represented a risk of material misstatement due to fraud How we tailored our G roup audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the in dustry in which the Group operates. Our 202 5 audit was planned and executed having regard to the fact that the operations of the Group remain largely unchanged from the prior year. The Group’s businesses all operate in the education technology industry. These entities maintain their own accounting records and report to the Group through the completion of consolidation packages. In establishing the overall group audit strategy and plan, we determined the type of work that was needed to be performed at the components by the group engagement team and component auditors
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 3 Report on the audit of the consolidated and stand - alone financial statements (continued) Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated and stand - alone financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and stand - alone financial statements as a whole, and in forming our opini on thereon, and we do not provide a separate opinion on these matters. Key audit matters How our audit addressed the key audit matters Intangible Assets impairment assets refer to notes 2 ( f ) and 6 of the consolidated and stand - alone financial statements for related disclosures of accounting policies , judgments and estimates . As at 31 December 202 5 , the Group had recorded intangible assets of $153 million (202 4 : $1 57.3 million), representing approximately 75 % (202 4 : 68 %) of the Group’s total assets . We focused on this area as the annual impairment assessment requires management’s judgement and estimation, particularly in relation to the estimation of future cash flows from the businesses, taking into consideration the key assumption being the revenue growth and discount rate in the Group’s impairment model. We included the impairment of intangible assets as a key audit matter because the carrying value of these key intangible assets will be affected if the Group is unable to generate revenue growth and produce sustainable operating cash flows. Our audit procedures performed to address this key audit matter included the following procedures, amongst others, over management’s intangible assets impairment assessment: • Evaluated management’s future cash flow forecasts, and the process by which they were prepared, including testing the underlying calculations and comparing them to the latest financial forecast . • Assessed the impairment model and determined whether any significant changes to the model were required . • Performed sensitivity analysis around the revenue growth assumptions. Challenged management’s key assumptions for revenue growth and discount rate. To do this, we: • C ompared the key assumptions to externally derived data where possible, including market expectations of investment returns and projected economic growth. • Evaluated the revenue growth and discount rate used in management's cash flow projection .
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 4 Report on the audit of the consolidated and stand - alone financial statements (continued) Key audit matters ( continued ) Key audit matters How our audit addressed the key audit matters Revenue recognition The Group’s revenue recognition policy (Note 2 (o)) does not generally require a high level of judgment ; however, due to the contractual terms of certain contracts, there is a significant risk associated with certain components that has directed the focus of our audit effort. These contracts are often customised solutions and meet the definition for revenue recognition over time in accordance with IFRS 15. Revenue recognition is considered a key audit matter in view of the risk that management may override controls to intentionally misstate revenue transactions in order to achieve financial targets, either through adjusting estimates at the period end or recording fictitious transactions in the business. Our audit procedures to address the key audit matter relating to the revenue from contracts with customers included the following: • Selected several contracts on a sample basis, reviewed the terms of these contracts, and assessed the reasonableness of the basis adopted by management in relation to the revenue recognition method. • Examined the supporting documents for the sample of contracts to assess if revenue was recognised at a point in time upon the fulfilment of the relevant performance obligation. • Obtained third - party confirmations for a sample of receivable balances outstanding as at the year - end to assist in the assessment of the validity of related revenue. • Performed cut - off tests by examining the supporting documents that management used to recognise the revenue before and after the reporting date, to assess whether the revenue had been recognised in the correct accounting period. Based on our work, we found that the revenue recognition of contracts made by management is adequately supported by available evidence in accordance with IFRS 15 Revenue from Contracts with Customers.
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 5 Report on the audit of the consolidated and stand - alone financial statements (continued) Key audit matters ( continued ) Key audit matters How our audit addressed the key audit matters Expected Credit Loss assessment. The Group recognises expected credit losses (ECL) on financial assets measured at amortised cost. The determination of ECL is highly subjective and requires management to make significant judgments and estimates , and the application of forward - looking information. The combination of significant management estimates and judgment increases the risk that management estimates could be materially misstated. See notes 2(h),3(a),4(i),10and 12 of the financial statements Our audit procedures in response to this matter included : • Obtaining an understanding of the model used by management for the calculation of expected credit losses on financial assets. • Testing the completeness and accuracy of the data used in the models to the underlying accounting records. • Review the ECL model to assess the appropriateness of the Group’s impairment methodology, management’s assumptions and compliance with the new requirements of IFRS 9, Financial Instruments. • Assessing the appropriateness of the Group’s impairment methodology, management assumptions and compliance with the requirements of IFRS 9, Financial Instruments . • Testing the accuracy of the Group’s ageing of accounts receivable . • Testing the accuracy of the ECL calculation.
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 6 Report on the audit of the consolidated and stand - alone financial statements (continued) Key audit matters ( continued ) Key audit matters How our audit addressed the key audit matters Borrowings Refer to notes 2 (q), 16 and 19 to the financial statements for management’s disclosures of related accounting policies, judgments and estimates relating to borrowings. As at 31 December 202 5 , long and short - term borrowings, excluding long - term lease liabilities and non - interest - bearing related party liabilities, represented $ 262 million (202 4 - $217 million) or 1 61 % (202 4 – 149%) of the total equity and debts of the Group. The Company remains highly leveraged as management continues to strategically use debt financing as the principal pillar to implement structured growth projects within the Group. As a Company initiative to reduce its reliance on high - interest short - term financing, in March 2022, the Company issued shares to the market through an Initial Public Offering (IPO), whereby it raised $102.8 million. Proceeds from the IPO were used in 2022 to retire $75 million of short - term debt. The Company continues to examine its financing options within the context of its debt management strategy and reviews its choices based on the present market conditions as well as its risk profile . Our audit procedures to address this matter included the following procedures: • Reviewed the loan agreements and repayment schedules. We noted that the loans were not being serviced on a timely basis as per the contractual agreements, principally by predetermined monthly deductions from the Group’s various bank accounts. • Confirmed the balances, reviewed the maturity schedule for repayment, tested the interest calculations and determined that the total borrowings represented obligations by the Company and the Group. • Tested the effectiveness of controls over the timely repayment of loans and other credit facilities and noted that they are compliant with the various agreements. We had robust discussions with senior management regarding the growth and expansion strategy, using debt as the principal means of growth and expansion and the ultimate strategy to reduce debt capital over the long term. A downside to this strategy is the inherent liquidity risk that the cash - generating units acquired may not perform as expected, resulting in the Company and Group being unable to meet its obligations as they fall due. Management is mindful of this inherent liquidity risk. However, management is confident that their strategic growth and expansion plan will continue to perform based on historical performance and anticipated future positive trends. Management is of the opinion that adequate safeguards are in place as they have implemented the necessary policies and procedures , including scenario analysis, alternative payment strategies in the event of cash flow challenges and direct monitoring of the individual borrowings. We evaluated the performance of the borrowing portfolio after the end of the reporting period to determine whether there was a need for any adjustment or whether there were any defaults or breaches of any terms of financial covenant s. There were no adverse findings. We also reviewed legal and bank confirmations and correspondences, and we did not identify any negative matters or need for adjustment at the time of approval and signing of the audit report by the Board of Directors .
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 7 Report on the audit of the consolidated and stand - alone financial statements (continued) Other information Management is responsible for the other information. The other information comprises the Annual Report (but does not include the consolidated and stand - alone financial statements and our auditors’ report thereon), which is expected to be made available to us after the date of this auditors' report. Our opinion on the consolidated and stand - alone financial statements does not cover the other information , and we will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated and stand - alone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated and stand - alone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance Responsibilities of management and those charged with governance for the consolidated and stand - alone financial statements Management is responsible for the preparation of the consolidated and stand - alone financial statements that give a true and fair view in accordance with IFRS and with the requirements of the Jamaican Companies Act, and for such internal control as manageme nt determines is necessary to enable the preparation of consolidated and stand - alone financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and stand - alone financial statements, management is responsible for assessing the Group’s and Company’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 management either intends to liquidate the Group or the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s and Company’s financial reporting process.
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 8 Report on the audit of the consolidated and stand - alone financial statements (continued) Auditors' responsibilities for the audit of the consolidated and stand - alone financial statements Our objectives are to obtain reasonable assurance about whether the consolidated and stand - alone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ISAs 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 o f these consolidated and stand - alone financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated and stand - alone financial statements, 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 and Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’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 or Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated and standalone financial statements or, if such di sclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group or Company to cease to continue as a going concern.
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 9 Report on the audit of the consolidated and stand - alone financial statements (continued) Auditors' responsibilities for the audit of the consolidated and stand - alone financial statements • Evaluate the overall presentation, structure and content of the consolidated and stand - alone financial statements, including the disclosures, and whether the consolidated and stand - alone financial statements represent 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 consolidated and stand - alone financial statements. We are responsible for the direction, s upervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among 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 those charged with governance 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 those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and stand - alone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse cons equences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
INDEPENDENT AUDITORS’ REPORT (CONTINUED) To the Members of EduFocal Limited Page 10 Report on other legal and regulatory requirements As required by the Jamaican Companies Act, we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. In our opinion, proper accounting records have been kept, so far as appears from our examination of those records, and the accompanying consolidated and stand - alone financial statements are in agreement therewith and give the information required by the Jamaican Companies Act, in the manner so required. The engagement partner on the audit resulting in this independent auditors' report is Garcia Campbell. Chartered Accountants Kingston, Jamaica April 30 , 202 6
P a g e | 1 EDUFOCAL LIMITED Consolidated Statement of Financial Position As at December 31, 202 5 !"#$ %&%' %&%( ) ) *++,-+ !".I0122$.#3455$#5 !"#$%"F'()$*+,F)+,-)%.I0$1%,F 2 345(653 )))))))))) ) 7(762(484 ))))))) ) 9,F+,:0;*%)+<<%F< 3 72=(L83(L6= ))) ) 72?(?72(787 ))) ) @%A%""%-)F+B)+<<%F< 8 7(83=(==8 ))))))) ) 7(83=(==8 ))))))) ) 6''7'8%79': 33 3 6;&7::(7&&9 33 3 <122$.#3455$#5 C%D%0E+;*%< 6 52(2?L(L47 ))))) ) 58(24L(=8L ))))) ) @0"%DF#"F<)+DD#I,F 7L 78(?4=(32= ))))) ) =8(=85(3?L ))))) ) @I%)A"#1)"%*+F%-)$+"F0%< 77 =(7=L(L83 ))))))) ) =(7=L(L83 ))))))) ) G+<H)+,-)D+<H)%.I0E+*%,F< 75 7L4(=72 )))))))))) ) 5(465(87? ))))))) ) (:7'(=7&8' 3333 3 :%7'('78'9 3333 3 -L-*?3*++,-+ %&976(&7('% 33 3 %99796878'; 33 3 ,@AB-C3*!D3?B*NB?B-B,+ <4FG#4H34.I32$5$2J$5 IH+"%)D+$0F+* 7= 782(3=7(36L ))) ) 782(3=7(36L ))) ) J#"%0:,)%BDH+,:%)"%<%"E%< O3(727(242L )))))) ) O7(46=(23=L )))))) ) MDDI1I*+F%-)-%A0D0F O=47(553(8=5L ) ) O=77(633(=26L )) ) O737(?43(38?L ) ) O75?(858(5=5L )) ) !".I0".#2"HHG.O3G.#$2$5# 74 O7(5??(3?2L )))))) ) O7(=4=(337L )))))) ) L6;97&%(79;%M 3 L6%876:67=89M 3 !".I0122$.#3HG4NGHG#G$5 N#,:)F%"1)*#+,< 72 725(445(588 ))) ) 724(===(??7 ))) ) 6'%7((%7%== 33 3 6'(79997::6 33 3 <122$.#3HG4NGHG#G$5 !+'+;*%< 73 7L=(?L8(347 ))) ) 756(677(L=8 ))) ) GI""%,F)$#"F0#,)#A)*#,:)F%"1)*#+,< 72 7L6(56=(6L= ))) ) ?3(=??(2=? ))))) ) O+,P)QE%")@"+AF R ))))))))))))))))))) ) 38(4== ))))))))))))) ) @I%)F#)"%*+F%-)$+"F0%< 77 ?76(685 )))))))))) ) 7(8L7(L?L ))))))) ) %697:%%7'%; 33 3 %&=76'=7&:= 33 3 -L-*?3,@AB-C3*!D3?B*NB?B-B,+ %&976(&7('% 33 3 %99796878'; 33 3 Approved for issue by the Board of Directors on April 30, 2026 and signed on its behalf by: _________________________) Director ________________________) Director Gordon Swaby Harry Campbell
P a g e | 2 EDUFOCAL LIMITED Consolidated Statement of Comprehensive Income Year ended December 31, 202 5 !"#$ %&%' %&%( ) ) *$+$,-$ !" #$%F''%F(! ))))) ) *#%!#!%#+( ))))) ) ,-.I0I12342I56)40-)786342I09)6:860161 !* ;+'%<'+%(*(= )))) ) ;<<F%++!%'*(= )) ) ./$01#2,34/0"52#678"99: F$ %;<=&L<?'? 4444 4 7%;'<%?=<='&: 4 >2?63)786342I09)[email protected] F! A ))))))))))))))))))) ) ;F%#("%(+!= )))))) ) B.84I3.602)C71161)70)DI040@I4C)411621 FF ;F<%#($%$$= )))) ) F!'%+($%"'$ ))) ) @0"52#67A"99:4B$5"0$452,1,C$4C"9#9 L'L<?'? 4444444444 4 7%L<'DD<?;L: 444 4 NI040@6)@7121%)062 F+ ;F*%(#*%($!= )))) ) ;<$%*+"%!F*= )))) ) A"994B$5"0$4#1N1#2", 7%=<(%D<F(?: 44 4 7'%<'%'<D'=: 444 4 F4:42I70 F( A ))))))))))))))))))) ) ;(%++!%""'= )))))) ) A"99415#$04#1N1#2",4B$2,34#"#184C"G/0$H$,92+$48"99 7%=<(%D<F(?: 44 4 7'D<=?D<?(': 444 4 !$#48"9941##02B-#1B8$4#"I G27@H?7C-631)7D)2?6)@7.840I ;F*%F(F%F!<= )))) ) ;(#%'F!%'#*= )))) ) J70A@70237CCI09)I0263612 ;!#(%'<<= ))))))))) ) ;<+(%*''= ))))))))) ) 7%=<(%D<F(?: 44 4 7'D<=?D<?(': 444 4 A"994/$04"0J2,10O49#"CL4-,2#41##02B-#1B8$4#" 9H10$H"8J$094"54#H$4C"G/1,O F' 7&M&(: 444444444444444 4 7&M&F: 444444444444444 4
P a g e | 3 EDUFOCAL LIMITED Consolidated Statement of Changes in Equity Year ended December 31, 202 5 !"#$"%F'()* %F'() +',-.'I 0#()-12 345F'21) 6)*)(7)* 8559J9I'.); ;)$-5-. "<#2" 5#2.(#II-21 =2.)()*." >#.'I"3?9-.@ A A A A A B'I'25)"'."C"D'29'(@"NFNG !"#$""!$%F" '' ' (#)$!*($!F% '''' ' +*),$))*- '''''''''' ' +,))$*!!$),"- '' ' +($"!%$*!.- ''''' ' +.($)".$.)"- ''''' ' /012345'26789542'12:21;2: +($("($%(%- ''''''' ' ($"#"$)(! ''''''' ' *"*$)%! ''''''''''' ' <0=9>'70?@12825:3;2'>0:: +)!$)FF$#*)- ''''' ' +($*!.$#(%- ''''' ' +).$F!.$!")- ''''' ' B'I'25)"'."HC"I)5)JJ)("NFNG KGLMGGKMFNG " " CLOMKHCMKNF """ " PCMGNHMOKHQ """"" " PHCCMNKKMHONQ " " PCMHGHMKKCQ """" " PCNNMCRCMLNHQ " " ABC:3D391E'3::B2'0F'01D3591E G '''''''''''''''''''' ' /012345'26789542'12:21;2: +"$!).$F#,- ''''''' ' (!.$*.* ''''''''''' ' ,"($!(F '''''''''' ' +"$,"#$FF%- ''''''' ' <0=9>'70?@12825:3;2'>0:: +,F$",.$#"!- ''''' ' +(.)$!**- ''''''''' ' +,F$!%*$".F- ''''' ' B'I'25)"'."HC"I)5)JJ)("NFNO KGLMGGKMFNG " " CLOMKHCMKNF """ " PKMCOCMOGOQ """"" " PHGCMNNKMLHNQ " " PCMNRRMKROQ """" " PCKHMFNGMHKNQ " "
P a g e | 4 EDUFOCAL LIMITED Consolidated Statement of Cash Flow Year ended December 31, 202 5 !"!# !"!$ % % F'()*+H(-.+FH(*IH+H*0+-123H3*4567.(H3*289: -;<=L?@AB*'C?@D@?@<N !"##$%F'"(F$)*+*),"- .I012I314256 $$ $ .7I17I713706 $$ $ 89:;#)<F-)#