GRC Limited Special General Meeting: Major Corporate Changes Approved

GRC Limited convened a Special General Meeting (SGM) on 28 November 2025 at Furama City Centre, Singapore, where shareholders approved a series of transformative resolutions. These decisions are poised to significantly reshape the company’s business direction, governance framework, and market positioning. Investors should take note of several potentially price-sensitive developments that could influence GRC Limited’s future performance and share value.

Key Resolutions Passed at the SGM

1. Diversification into Property Development
   • Shareholders unanimously approved the diversification of GRC Limited’s core business to include property development and related activities.
   • The Board is authorized to invest in, acquire, or dispose of assets, businesses, and interests connected to property development as deemed fit by the Directors.
   • This move may enable the Group to participate in joint ventures for large-scale developments, particularly given the high capital requirements of government land sales in Singapore.
   • The Board emphasized compliance with interested person transaction rules and stated that construction involvement in such projects will depend on resource availability and competitive pricing.
   • Importantly, the Group’s diversification is not confined to current markets (Singapore, Malaysia, Australia) and may extend to other jurisdictions as opportunities arise.
2. Adoption of General Mandate for Interested Person Transactions (IPTs)
   • Shareholders approved a general mandate for the Group, its subsidiaries, and associated companies to enter into IPTs, provided these are conducted on normal commercial terms and not prejudicial to minority shareholders.
   • This mandate remains in force until the next Annual General Meeting (AGM), unless revoked or varied earlier.
3. Re-Domiciliation from Bermuda to Singapore
   • The Company will undertake a legal shift of domicile from Bermuda to Singapore, subject to the successful adoption of a new Constitution and the approval of a name change.
   • This re-domiciliation allows GRC Limited to operate under Singapore law, potentially improving regulatory oversight, market access, and investor confidence.
   • Directors are authorized to execute all necessary documentation for this transition and ensure compliance with Singapore’s legal requirements and the Company’s new Constitution.
4. Adoption of a New Constitution
   • The Company will replace its existing Memorandum and Bye-Laws with a new Constitution, effective from the re-domiciliation date.
   • This update ensures the Company’s governance structure aligns with Singapore law and best practices.
5. Change of Company Name
   • The Company will be renamed from “GRC Limited” to “Global Resource Construction Ltd.” upon re-domiciliation to Singapore.
   • The new name reflects the Company’s expanded business focus and strategic ambitions.
6. Post-Redomiciliation Share Issue Mandate
   • Shareholders granted authority to Directors to allot and issue new shares (including via instruments such as warrants or convertible securities) up to 50% of the issued share capital, with a sub-limit of 20% for non pro-rata issuances.
   • This facilitates fundraising flexibility as the Company embarks on new ventures, particularly in property development and expansion into new markets.
   • The mandate aligns with Section 161 of the Singapore Companies Act and SGX Listing Rules and will remain in effect until the next AGM.
7. Directors’ Fees for 2H2026
   • Approval was granted for Directors’ fees of up to S\$202,500 for the six-month period from 1 July 2026 to 31 December 2026, to be paid quarterly in arrears.

Key Shareholder Questions and Management Insights

• Property Development Participation: Management clarified that GRC Limited’s involvement in property development, especially via joint ventures, is designed to manage high financial commitments. The Group may not always act as the main contractor unless capacity and competitive pricing allow.
• Geographical Expansion: The Board confirmed that future property development activities are not restricted to Singapore, Malaysia, or Australia. The Group is open to exploring new markets as opportunities present themselves.

Investor Takeaways and Potential Price-Sensitive Impacts

• Strategic Transformation: The approval of business diversification and re-domiciliation marks a significant strategic shift that may enhance GRC Limited’s growth prospects and market valuation.
• Shareholder Value: Expanded business activities, a new legal domicile, and a refreshed governance framework could attract broader investor interest, possibly impacting share price positively.
• Fundraising and Expansion: The post-redomiciliation share issue mandate gives the Company flexibility for potential capital raising, M&A, or project funding, which is vital for property development ventures.
• Compliance and Governance: Enhanced governance under Singapore law and a new constitution may improve transparency and investor confidence.
• Brand Repositioning: The change of name to “Global Resource Construction Ltd.” signals a broader and more ambitious corporate identity, which may influence market perception.

Conclusion

The SGM’s resolutions collectively represent a pivotal turning point for GRC Limited, laying the groundwork for diversified growth, legal and regulatory realignment, and capital market readiness. These corporate actions are likely to be closely watched by investors and could have a material impact on the Company’s future share performance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult a professional financial advisor before making investment decisions. The information is based on official SGM minutes and may be subject to change or further updates by the Company.

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