Notification of the Board of Directors' Resolutions regarding the Change of Auditor, omission of dividend payment, and the Convening of the 2026 Annual General Meeting of Shareholders (Revised)
The Stock Exchange of Thailand·10/01/2026 10:00:40
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
Agenda Item : 6
Agenda Detail : To consider and approve the
Remuneration of the Company's directors
Type : To Consider and approve
Board's Resolution (Update) : 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:
Mr. Nuthavuth Chatlertpipat Independent & Non-Executive Director 900,000 -
Mr. Abdul Khudus Mohd Bin Naaim Independent & Non-Executive Director 700,000 -
Mr. Apichat Suttisiltum Independent & Non-Executive Director 700,000 -
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 (Update) : 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.
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 (Update) :
Operating period from 01-Feb-2025 to 31-Jan-2026
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. NURSHAREYZAT BIN SAAIDIN
Position in company (1) : DIRECTOR
Effective Date (1) : 28-Mar-2025
Position in company (2) : Executive Director
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. AB WAHAB BIN ISMAIL
Position in company (1) : DIRECTOR
Effective Date (1) : 13-Mar-2014
Position in company (2) : Nomination and Remuneration Committee
/ Executive Director
______________________________________________________________________
Change of director/Executive
Re-election
Director Name : Mr. APICHAT SUTTISILTUM
Position in company (1) : INDEPENDENT DIRECTOR
Effective Date (1) : 28-Oct-2014
Position in company (2) : AUDIT COMMITTEE
Effective Date (2) : 28-Oct-2014
Position in company (3) : Nomination and Remuneration Committee
______________________________________________________________________
Auditors Appointment
No : 1
Auditor Name (New) : Miss YUPHIN CHUMJAI
CPA License No. (New) : 8622
Accounting and Audit firm (New) : A&A OFFICE COMPANY LIMITED
Audit End Date (New) : 31-Jan-2027
No : 2
Auditor Name (New) : Mr. SOMCHAT KALASUK
CPA License No. (New) : 9669
Accounting and Audit firm (New) : A&A OFFICE COMPANY LIMITED
Audit End Date (New) : 31-Jan-2027
No : 3
Auditor Name (New) : Mr. APICHAT BOONGIRD
CPA License No. (New) : 4963
Accounting and Audit firm (New) : A&A OFFICE COMPANY LIMITED
Audit End Date (New) : 31-Jan-2027
No : 4
Auditor Name (New) : Mr. PREECHA SUAN
CPA License No. (New) : 6718
Accounting and Audit firm (New) : A&A OFFICE COMPANY LIMITED
Audit End Date (New) : 31-Jan-2027
______________________________________________________________________
The company hereby certifies that the information above is correct and complete.
Signature _________________
( Mr.AMRIZAL BIN ABDUL MAJID )
DIRECTOR
Authorized person to disclose information
______________________________________________________________________
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