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Notification of the Board of Directors' Resolutions regarding the Change of Auditor and the Convening of the 2026 Annual General Meeting of Shareholders

The Stock Exchange of Thailand·09/30/2026 23:30:57
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Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 30-Sep-2026 Shareholder's meeting date : 03-Nov-2026 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 15-Oct-2026 meeting Ex-meeting date : 14-Oct-2026 Significant agenda item : - Omitted dividend payment - Changing / renewal of the term of the director(s) Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : To consider and approve the Minutes of 2025 Extraordinary General Meeting of Shareholders held on 14 August 2025 Type : To Consider and approve Board's Resolution : The Board has recommended that the minutes of the 2025 Extraordinary General Meeting of Shareholders held on 14 August 2025 be adopted because they were accurately recorded. Agenda Item : 2 Agenda Detail : To acknowledge the report of the Company's Operating Performance for the financial year ended 31 January 2026 Type : To acknowledge Board's Resolution : The Board has recommended the report on the Operational Performance of the Company which is summarized in the FY2025/26 56-1 One Report should be presented in the 2026 Annual General Meeting of Shareholders of the Company for acknowledgment. Agenda Item : 3 Agenda Detail : To consider and approve the Consolidated Financial Statements of the Company and its subsidiaries (the Group) and the Independent Auditor's Report for the financial year ended 31 January 2026 Type : To Consider and approve Board's Resolution : The Board has recommended the Company's Audited Consolidated Financial Statements for the year ended 31 January 2026, which have been reviewed and endorsed by the Audit Committee, be presented to the Meeting for approval. Agenda Item : 4 Agenda Detail : To consider and approve the declaration (the omission) of final dividend payment for the financial year ended 31 January 2026 and to acknowledge the interim dividend payment Type : To Consider and approve Board's Resolution : The Board has recommended proposing the 2026 Annual General Meeting of Shareholders approving the omission of final dividend payment for the Company's operating results from 1st February 2025 to 31st January 2026 since the payment of the interim dividend has already exceeded 40% of the net profit attributable to equity holders of the Company on consolidated financial statement. The Board has also recommended to propose the 2026 Annual General Meeting of Shareholders to acknowledge the interim dividend payment, by the resolution of the Board of Directors' meeting no. 10/2025 dated 15th December 2025, approved the interim dividend payment at rate of THB 0.023 per share amounting to THB33.28 million. The payment of the interim dividend was from the retained earnings of the Company. The retained earnings of the Company as at 31st October 2025 were recorded at THB57.98 million, which is reflected in the separate financial statements. The Record Date for specifying the list of shareholders who have the right to receive the dividend was 30th December 2025 and the dividend paid on 14th January 2026. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of directors replacing those retired by rotation and re-election Type : To Consider and approve Board's Resolution : According to Article 19 of the Company's AOA stipulates that one-third (1/3) of the number of Directors shall retire by rotation on the date of each Annual General Meeting of Shareholders. The three (3) directors listed below are due to retire by rotation in 2026. 1. Dato' Dr. Ab. Wahab Bin Ismail Non-Independent and Executive Director 2. Nurshareyzat bin Saaidin Non-Independent and Executive Director 3. Apichat Suttisiltum Independent and Non-Executive Director. The Board, apart from the directors with special interests on this agenda, has considered compliance with criteria and procedures regarding directors' nominations and agreed with the NRC and proposed that the Meeting re-elects three (3) directors for another term. Agenda Item : 6 Agenda Detail : To consider and approve the Remuneration of the Company's directors Type : To Consider and approve Board's Resolution : The NRC has carefully considered the directors' remuneration and concluded that it is in line with the market and industry standards, and commensurate with each member's responsibility and performance. The NRC recommended that the remuneration of the Company's directors in FY2026/2027 is proposed to increase as follows: 1.Mr. Nuthavuth Chatlertpipat Independent & Non-Executive Director 900,000 2.Mr. Abdul Khudus Mohd Bin Naaim Independent & Non-Executive Director 700,000 3. Mr. Apichat Suttisiltum Independent & Non-Executive Director 700,000 4. Mr. Surin Wungcharoen Independent & Non-Executive Director 700,000 Total 3,000,000 Baht The NRC also recommended the meeting allowance for the Board of Directors Meeting, Audit Committee Meeting and NRC Meeting are set at the rate of THB 20,000 per meeting, which is eligible only for non-executive director, as the same as in FY2025/26. The Directors' fee shall be paid on a quarterly basis. In this regard, the Company has not provided any other remuneration to its directors, except certain facilities assisting the directors in performing their duties. The Board has agreed with the NRC recommendation and proposed to the Meeting to approve the remuneration of the Company's directors for FY2026/27 according to the proposal. Agenda Item : 7 Agenda Detail : To consider the appointment of the Company's Auditors and fixing their remuneration for financial year ending 31st January 2027 Type : To Consider and approve Board's Resolution : After considering the reliability, independence, knowledge and experience in audit performance, capability to provide advice on accounting standards and certification of the financial statements in a timely manner of the auditors, the Audit Committee recommended the SEC-listed auditors of A&A Office Company Limited ("A&A") to be the Company's auditor for the financial year ending 31 January 2027 ("FY2026/2027") in replacement of EY Office Limited, as the follows: Auditor C.P.A. Registration No. Ms. Yuphin Chumjai; or 8622 Ms. Somchat Kalasuk; or 9669 Mr. Apichat Boongird; or 4963 Mr. Preecha Suan 6718 Any of the above auditors can conduct an audit and express their opinion on the Company's financial statements. In the event that those aforementioned auditors are unable to perform their duties, the A&A is authorized to assign another of its auditors to perform the audit and express an opinion on the Company's financial statements in their place. The audit fees for the FY2026/27 audit shall not exceed Baht 2,950,000 (Two Million Nine Hundred and Fifty Thousand Baht), excluding out of pocket expenses. The Board has agreed with the Audit Committee and proposed the Meeting to approve the appointment of the auditors from A&A Office Company Limited as the Company's auditors for FY2026/27 for a total remuneration of Baht 2,950,000 excluding out of pocket expenses. Agenda Item : 8 Agenda Detail : To consider other agenda Type : To Consider and approve Board's Resolution : This agenda is designated so that shareholders can raise queries and/or express comments to the Board and/or request the Board to provide an explanation. There will be neither proposal for the Meeting to consider and approve, nor be any voting on this agenda. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 30-Sep-2026 Omitted dividend payment from : Operating period from 01-Nov-2025 to 31-Jan-2026 ______________________________________________________________________ Auditors Appointment ______________________________________________________________________ The company hereby certifies that the information above is correct and complete. Signature _________________ ( Mr.AMRIZAL BIN ABDUL MAJID ) DIRECTOR Authorized person to disclose information ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.