Risk Management and Business Continuity Management Risk Management and Business Continuity Management

Risk Management and Business Continuity Management

Supporting the SDGs Goal

Goals

Apply COSO ERM 2017 principles to manage enterprise-wide risks

Performance Highlights 2024

Assign the Management Committee to manage risks in accordance with the international COSO ERM 2017 standard: Enterprise Risk Management – Integrating with Strategy and Performance

Commitment, Challenge and Opportunity

Index Living Mall Public Company Limited is committed to systematic and comprehensive risk management under the COSO ERM 2017 international standard framework, integrating risk management with core strategies and business operations to build confidence among shareholders, investors, customers, employees, and all stakeholders. The Company emphasizes transparency, good governance, and legal compliance alongside proactive and preventive risk management. It focuses on cultivating a corporate culture that prioritizes safety, health, and the environment, adhering to the Zero Fatalities principle with no work-related deaths, and continuously developing occupational health and safety as well as energy management efficiency through investments in Green Retail Stores, Zero Energy Buildings, and Solar Rooftop projects. These efforts reflect the Company’s commitment to being a leader in sustainable furniture and home décor retail. In terms of products and services, the Company is dedicated to developing offerings that meet the needs of all customer segments regarding quality, value, and sustainability, such as the Furinbox product line to cater to diverse purchasing power and Eco Products to address environmental concerns. The Company also enhances its Omni Channel and E-commerce platforms, allowing customers to access products and services conveniently, quickly, and cost-effectively.

In 2024, the Company faced multiple challenges arising from both external and internal factors. On a macro level, the Thai economy remained fragile due to high household debt, persistently high interest rates, and slow recovery in purchasing power, alongside global economic uncertainties including inflation, geopolitical issues, and trade policies of major powers, all of which pressure consumer spending and confidence. Competition remains intense, with threats from large international furniture operators, online platforms, and low-cost Chinese imports. Competition extends beyond pricing to product quality, after-sales service, delivery speed, and comprehensive Omni Channel shopping experiences, where many competitors are advancing rapidly.

Rapidly changing consumer behavior is another key challenge. Modern consumers value cost-effectiveness, quality, and environmental friendliness while increasingly purchasing through online and social media channels, which strongly influence buying decisions. This requires the Company to continuously adjust marketing strategies, product design, and brand development to meet evolving demands. Operationally, the Company faces risks from fluctuating raw material, labor, and energy costs, as well as inventory management challenges, balancing sufficient stock availability with cost control. Cybersecurity and personal data protection risks have also become more critical with the expansion of digital business. Governance and reliance on major shareholders are additional concerns, given that large shareholders hold significant stakes, which may raise concerns about decision-making power among investors.

Amid economic uncertainty and fierce competition, the Company continues to have significant opportunities for sustainable growth and competitive advantage. Key opportunities include domestic and international expansion to increase revenue channels and customer base, such as new store openings in Saraburi and Rattanathibet, and international franchising in countries like India, enhancing brand awareness in new markets.

Online and Omni Channel sales growth also supports digital consumer behavior, with website, social media, and e-marketplace sales achieving consecutive double-digit growth for two years, providing opportunities to expand the customer base and maintain relationships with existing customers effectively.

In terms of products, the popularity of Eco Products and demand for value-added services, such as Home Service, design, and installation, present key opportunities to differentiate and increase the value of the Company’s offerings. These not only align with environmental trends but also foster long-term brand loyalty.

Another important opportunity is enhancing ESG and sustainability reputation. The Company has received international recognition, including the AA rating in the SET ESG Ratings and the Supply Chain Management Award at the 2024 SET Awards, demonstrating the ability to create business and social value, reinforcing confidence among investors and stakeholders.

Finally, the Green Retail Store and Zero Energy Building strategies not only reduce long-term energy costs but also position ILM as a leader in furniture retail aligned with the “Sustainable Living for Future Lifestyle” concept, providing a competitive edge and differentiation for future growth.

Management and Operational Approach

Risk Management Policies and Plans

The Company establishes risk management and safety policies across various aspects of its business operations. Risk management focuses on identifying, analyzing, and addressing risks that may impact the Company’s financial performance and reputation, including strategic, operational, financial, legal, and regulatory risks.

The Company is also committed to fostering a corporate culture that emphasizes risk management, with strict adherence to laws, regulations, and operational standards. The Board of Directors oversees and monitors risk management through the Risk Management Committee.

By this guideline, the Company has applied the COSO ERM 2017 international standard framework: Enterprise Risk Management – Integrating with Strategy and Performance, linking it with ESG (Environment, Social, Governance) initiatives to drive sustainable growth.

Risk Management Approach

01

Identify risks

that may occur and affect the achievement of the Company’s goals and objectives

02

Assess risks

Consider risk likelihood and impact.

03

Prioritize risks

Consider the overall priority and severity of all risks.

04

Respond to risks

Manage risks to an acceptable level by considering both operational costs and benefits.

05

Monitor and Report

Monitor the implementation of risk management and report the results to the Risk Management Committee and the Board of Directors on a regular basis.

Type of Risk Risk Factor Impact Mitigation
Strategic Risk Economic and real estate sector volatility. Reduced purchasing power and high household debt affect sales. Control costs, increase affordable products (Furinbox), open new branches, and conduct feasibility studies before investing
Competition in the furniture and rental markets. Market share decline, high costs, and oversupply of rental space Leverage factory capacity, Omni Channel, Home Service, prime locations, and maintain anchor tenants
Changes in consumer behavior Consumers demand cost-effective/eco-friendly products and shop online Increase Eco products, Furinbox, Omni Channel, and AI-driven Customer Experience
Emerging Risk: Climate Change. Climate risk + Transition risk → costs + compliance Green Retail Store (Zero Energy Building), Solar Rooftop, recycling projects, T-VER, BCP, ESG Integration
Operational Risk High raw material and labor costs Reduced margin, low profit Monitor raw material prices, adjust pricing, have backup suppliers, and use Solar Rooftop to reduce energy costs
Inventory Management High inventory costs, obsolete products Demand forecasting, supply chain management, clear stock promotion, reduce SKUs
Cybersecurity & IT Cyber threats, data leakage, reputational damage Cloud system, IT audit, hardware/software upgrades, employee training, cyber drills
Governance Risk Corporate Governance and Anti-Corruption Loss of investor confidence, compliance risk Comply with SEC/SET regulations, CAC Membership, Whistleblowing, Internal Audit
Financial Risk Currency volatility Affects product costs and foreign revenue Natural hedge, forward contracts, price review, and maintain banking relationships
Credit risk Bad debts, impact on cash flow Use collateral (L/C, guarantee), set up allowance for doubtful accounts, conduct credit checks
Shareholder Risk Dependence on major shareholders Influences decision-making and board power balance Board structure with 5 out of 11 independent directors, audit committee, conflict of interest policy
Human Rights Risk Human rights risk Risk of rights violations in the supply chain, affecting reputation Human Rights Due Diligence, Risk mapping, Remediation plan
Business Risk Factors
1. Risk from economic and real estate sector volatility

In 2024, the global economy faced significant volatility and uncertainty, ranging from economic slowdowns, inflation issues, and geopolitical conflicts to changes in the economic policies of major powers, all of which broadly impacted the Thai economy. Thailand's growth rate remained low compared to the ASEAN region and fell well below government projections. Although the number of international tourists visiting Thailand increased by approximately 26% compared to the previous year, tourism revenue remained significantly below normal levels. Per capita tourism income declined and was much lower than pre-COVID levels. Additionally, private consumption slowed due to tight financial conditions, high household debt, and continually declining consumer confidence. In 2024, the Thai market also experienced a surge of low-priced goods from China flooding into the country, severely affecting Thai operators, especially small businesses. In the real estate market, contraction continued due to pressures on purchasing power recovery, strict lending by financial institutions, high interest rates, and rising housing prices driven by higher construction costs and land prices.

The Company has also implemented risk management measures by enhancing business efficiency in terms of both quality and value for money, carefully selecting products that meet changing consumer needs, and managing product and operational costs. These measures have enabled the Company to achieve continuous growth and strong financial performance, as well as maintain a stable financial position. Currently, the Company has no long-term debt, which reduces the risk associated with high interest rates and rising operating costs, allowing the Company to control costs and remain competitive in the market. The Company continues to pursue its target of expanding branches in both retail operations and rental services, according to its strategic plan to cover major cities across Thailand, thereby increasing revenue and profit opportunities. In 2024, the Company opened two new branches which were Saraburi (33rd branch) and Rattanathibet (34th branch). Additionally, construction of Little Walk Rattanathibet (5th branch) has been completed and is scheduled to open in the first quarter of 2025. Opening new branches carries potential risks related to the performance of the new stores and the possibility that returns may not meet projections. The Company manages investment risk by conducting feasibility studies to inform investment decisions. Moreover, operations are controlled according to the annual budget plan, with close monitoring of branch performance. If any issues arise or performance deviates from the plan, the Company is able to adjust strategies and resolve problems promptly.

Moreover, the Company has established a product sourcing and selection plan to cover all customer segments, particularly the Mass segment, which represents a broader customer base. In a market situation where consumer purchasing trends are slowing down and low-cost Chinese products are flooding into the country, though their quality may not meet consumer expectations, the Company therefore, has introduced the furniture brand Furinbox. This brand offers affordable products while maintaining the Company’s quality standards, addressing customer needs and mitigating related risks. The Company has launched the Furinbox zone within its Index Living Mall stores, maximizing the use of existing retail space to provide a more complete product range and attract customers with affordable products. This strategy not only increases store traffic but also creates opportunities to upsell other products. Sales of Furinbox in 2024 grew significantly, reflecting the Company’s highly successful strategic plan.

In addition, the Company drives revenue growth through high-potential online sales channels. In today’s digital era, consumers seek convenience in purchasing products. The Company has expanded its online sales channels to be diverse and comprehensive, allowing consumers easy access through the website, social media, and e-marketplaces. The Company has also increased the variety of furniture and home décor products and implemented highly effective marketing strategies, including targeted advertising and promotions. As a result, online sales have achieved double-digit growth for two consecutive years, demonstrating the effectiveness of the Company’s strategic planning in generating revenue amid intense online competition. Regarding exports, the Company continues to pursue growth in international markets. At the end of 2024, the Company expanded into India by granting a franchise to Creaticity, a retail lifestyle business with over 16 years of experience, in Pune. This move aims to sustainably enhance the Company’s growth potential.

In a context where consumer spending is cautious and slowing, the Company has established guidelines for managing product costs. By leveraging the capabilities of its own factories, it can control materials and ensure globally standard quality at competitive prices, instilling customer confidence. The Company also manages operational expenses efficiently and increases productivity to achieve its objectives. Furthermore, the Company emphasizes sustainable cost management through initiatives such as installing solar rooftops to generate renewable energy at all branches, energy-saving projects to optimize electricity use, and opening the Index Living Mall Saraburi branch as a Green Retail Store, the first energy-efficient “Zero Energy Building” in Thai retail. These initiatives aim to deliver clean air, enhance quality of life, and promote sustainable environmental practices.

2. Risks arising from competition in the furniture and home décor market, as well as in the rental space business

Analysts predict that during 2024–2025, the overall furniture market will experience only a limited recovery. Residential furniture demand is expected to be pressured by the real estate sector, as new property sales have yet to rebound. However, this may be partially offset by increasing demand for office and hotel furniture. Nevertheless, Thailand’s furniture industry still faces risks from:

  1. A fragile domestic purchasing power and high household debt.
  2. Intense competition, including Chinese furniture entering both online and offline channels.
  3. Rising production costs, driven by raw materials and labor. In addition, in the coming period, stricter environmental regulations may be implemented, alongside trends of environmentally conscious consumers.

The Company recognizes the increasing competitive risks in the furniture and home décor market. It leverages the advantage of owning its own factories, allowing it to control materials and ensure globally standard quality at competitive prices, thereby meeting the needs of today’s customers who seek both quality and value for money. In addition, the Company provides comprehensive services, including design, nationwide delivery, and installation, while offering a wide range of products for customers to choose from, including retail items and customized products. Complementary services from Home Service are also provided, offering a complete, one-stop solution.

To further enhance product variety, the Company introduced the furniture brand Furinbox, which offers affordable products while maintaining the Company’s quality standards. The Company has launched Furinbox zones within Index Living Mall stores, maximizing retail space to provide a more complete product range and attract customers with affordable products. This strategy not only draws shoppers but also creates opportunities to upsell other products. Sales of Furinbox in 2024 grew significantly, reflecting the highly successful strategic planning of the Company.

The Company places great emphasis on environmental responsibility, integrating ESG principles continuously into its business strategy. As a result, it received the SET ESG Ratings “AA” Sustainable Stock Award in 2024 from the Stock Exchange of Thailand. In the same year, the Company opened the Index Living Mall Saraburi branch as a Green Retail Store, the first energy-efficient “Zero Energy Building” in Thai retail, to provide clean air and enhance quality of life and sustainable environmental practices. This initiative follows the concept of “Sustainable Living for Future Lifestyle”, catering to a sustainable, future-oriented lifestyle.

Regarding the retail rental business in Bangkok and surrounding areas, revenue in 2024 was relatively stable or slightly declined, particularly for Grade B and older buildings. These locations typically have lower land prices and are easier for new developments, which continuously attract new investors and intensify competition. Moreover, most tenants are medium-to-small businesses that are vulnerable to economic fluctuations, limiting the potential for rental rate increases. The Company is aware of the risks posed by continuous market oversupply. Therefore, the selection of locations for The Walk and Little Walk is a key factor. The Company prioritizes high-potential areas surrounded by residential projects and near key landmarks, with convenient access connecting multiple routes, and targeting high-purchasing-power consumer groups. In addition, the Company emphasizes building strong, ongoing relationships with business partners. This strategy ensures that The Walk and Little Walk attract leading anchor tenants, which in turn draw smaller tenants and consumers, increasing foot traffic. The Company also manages rental business costs efficiently and flexibly, adapting to tenant needs, which has resulted in higher occupancy rates compared to the previous year.

Risk arising from changes in customer or consumer behavior and preferences.

In 2024, Thai consumers were concerned about macroeconomic volatility and its potential significant impact on the country, as well as inflation. This led them to be cautious with their spending, balancing necessary expenses with lifestyle improvements while seeking the most cost-effective ways to spend. Consumers adjusted their purchasing behavior by choosing products that offer the best value without compromising quality. Environmental care remained a top priority, with many consumers opting for products certified by recognized organizations. Additionally, most consumers preferred shopping through social media platforms, where advertising has a strong influence on their purchasing decisions.

The Company has strategically planned its product selection to clearly meet consumer demand for value for money by expanding a variety of products under the Furinbox brand. These products are affordable while maintaining the Company’s widely recognized quality standards, achieving remarkable success in 2024 with a significant surge in sales. Additionally, the Company has enhanced customer convenience through comprehensive services, including design, delivery and installation, customized production tailored to individual customer needs, and full-service offerings through Home Service. Promotions, such as redeeming Joy Card membership points for discounts, further increase value for customers in multiple ways. The Company also has a policy to promote the development of eco-friendly products and packaging made from environmentally sustainable materials, energy-saving, and safe for health and hygiene, aligning with the purchasing trends of modern consumers. Sales of the Company’s eco-friendly products have been steadily increasing, and most consumers are willing to pay a premium for furniture and home décor items that are environmentally friendly.

Regarding sales channels, in today’s digital era, consumers seek convenience in purchasing products. The Company has expanded its online sales channels to be diverse and comprehensive, allowing consumers easy access to its products through the website, social media, and e-marketplaces. The Company has also increased the variety of products, including furniture and home décor items, and implemented effective marketing strategies, such as targeted advertising and promotions, to reach the desired customer segments precisely. As a result, online sales have achieved double-digit growth for two consecutive years, reflecting the Company’s effective strategic planning in generating revenue amid fierce online competition. To better understand customer needs and enhance service quality for an improved customer experience, the Company has implemented a Customer Experience system. This system integrates customer satisfaction evaluations from delivery and installation services, as well as direct active feedback from customers. Additionally, AI is used to analyze customer satisfaction based on their feedback, alerting relevant departments to address negative comments promptly. All customer data are analyzed to identify the root causes of issues, enabling the Company to make appropriate improvements.

Climate change risk

Several studies indicate that climate change will cause damage to economic systems in the future. Physical risks are those closely linked to climate change and climate-related threats. Transition risks refer to risks arising from the process of restructuring the economy toward a low-carbon model, including changes in policies, laws, technologies, and consumer preferences. These represent new challenges for Thailand in its transition to a low-carbon society, in line with the goal of achieving Net Zero Emissions by 2065 under the Paris Agreement. It is also the responsibility of the private sector to manage greenhouse gas emissions.

The Company recognizes the importance of these impacts and risks. In 2024, it developed the Green Retail Store project at Index Living Mall Saraburi as a model, the first energy-efficient retail building in Thailand and the first in Southeast Asia. The store serves as a new landmark, offering a comprehensive range of home products and services, while providing a safe environment that enhances quality of life under a Zero Energy Building design. Key features include;

  1. Energy Efficiency. The store’s net energy consumption is significantly reduced. While the average energy consumption of department stores is 308 kWh/m2 per year, the store achieves less than 112 kWh/m2 per year, meeting the Zero Energy Building (ZEB) standard for retail buildings.
  2. Safe Air Quality. The store promotes well-being for customers and staff, with PM2.5 levels close to zero, temperature and relative humidity maintained at comfortable levels, and real-time displays of air quality inside the building. Levels of carcinogenic substances (VOCs), carbon dioxide (CO2), bacteria, and fungi remain below standard thresholds (500 cfu/m3).
  3. Cost Reduction. Operational costs are lowered due to the building’s net energy consumption being below the average for typical malls. Insulated glass is used to minimize heat transfer between the interior and exterior, further enhancing energy

The Company has continued to install solar power systems (Solar Rooftop) since 2018 to replace conventional electricity with clean energy at Index Living Mall stores, distribution centers, and factories. Currently, a total of 28 installations have been completed to promote sustainable energy savings. The Company has also participated in the Low Emission Support Scheme (LESS) from the Ministry of Natural Resources and Environment, administered by the Thailand Greenhouse Gas Management Organization (Public Organization) (TGO). In 2024, the Solar Rooftop projects helped reduce greenhouse gas emissions by 7,617.73 tons of CO2 equivalent (tCO2e). Additionally, the Company has implemented recycling programs and converted organic food waste into animal feed, reducing greenhouse gas emissions by 6,899.04 tCO2e. Combined, these initiatives contributed to a total reduction of 14,160.68 tCO2e. (Note: The greenhouse gas reduction figures for 2024 are currently under certification by TGO.)

The Company has also participated in Thailand’s Voluntary Emission Reduction Program (T-VER) under the TGO to demonstrate that its Solar Rooftop projects at Index Living Mall branches have been officially registered—two projects covering a total of 14 branches. With increasing ESG requirements, furniture businesses, especially exporters worldwide, face significant challenges from environmental regulations in countries that are major importers of furniture. The Company recognizes the importance of adapting its business operations and has adjusted its supply chain management strategies accordingly. This earned the Company the “Highly Commended Supply Chain Management Awards” in the Sustainability Excellence category at the SET Awards 2024, for listed companies with a market capitalization between THB 10,000 million and THB 30,000 million. Additionally, the Company received the SET ESG Ratings “AA” Sustainable Stock Award in 2024 from the Stock Exchange of Thailand, marking a two-level leap from 2023 when it was first recognized as a sustainable stock with a BBB rating. This rating reflects the Company’s strong commitment to comprehensive sustainability, covering environmental, social, and governance (ESG) aspects under the core concept of “Sustainable Living for Future Lifestyle”, aiming to enhance quality of life, society, and the environment while promoting good governance for sustainable growth.

Moreover, the Company has prepared to respond to potential natural disasters through a clear Business Continuity Plan (BCP) and sustainable business development that considers environmental aspects, which is one of the Company’s sustainability goals. An environmental management policy has been established to reduce greenhouse gas emissions through energy and natural resource efficiency, support the use of renewable energy, and optimize energy-related activities. This also includes managing waste and by-products across the Company’s value chain.

In addition, the Company has policies and targets for developing new eco-friendly products, including furniture and home décor, as well as environmentally friendly packaging. The packaging is designed to be smaller, more compact, and easier to transport, with reduced use of plastic wrap. This helps decrease the space required for product storage, reduces the number of transportation trips, and lowers both direct and indirect greenhouse gas emissions associated with plastic use.

Risk arising from fluctuations in raw material costs and other expenses.

The cost structure of the furniture manufacturing and retail business consists of the cost of goods, labor costs, and other expenses, including utilities, advertising, and sales promotion. Profit margins in the business are likely to be pressured by rising production costs, driven by higher prices for wood and aluminum. Although steel prices are trending downward, they remain highly volatile. Additionally, labor costs may increase in line with government-mandated minimum wage adjustments, which will result in higher production costs for operators.

The Company closely monitors movements in raw material and energy prices and assesses the impact of rising product costs in advance to identify measures to mitigate the effects of cost increases. This includes reviewing product prices, particularly furniture items with a high proportion of particleboard and imported products, to consider appropriate price adjustments while remaining competitive in the market. The Company also maintains strong relationships with key raw material suppliers and engages in proactive production planning between factories and the Supply Chain department. This ensures flexibility in adjusting production to align with actual sales, while carefully controlling potential import-related costs and seeking domestic manufacturers and suppliers as alternatives to imports. In product sourcing and procurement, the Company also conducts careful supplier selection and purchasing management.

The Company consolidates purchases from suppliers to achieve larger volumes, allowing for lower prices and securing the original cost for a period of 6 months to 1 year. This helps reduce risks during periods of raw material price volatility or significant currency fluctuations. Additionally, the Company has prepared alternative suppliers both domestically and internationally for the same product categories, providing options in case the costs from primary suppliers change significantly.

The Company also focuses on product development and design to use shared materials, components, and packaging types, enabling larger order volumes that allow for better cost negotiation and reducing the number of SKUs to manage. Product design adjustments are made carefully to ensure functionality and aesthetics are maintained, while keeping costs competitive and margins at appropriate levels in the event of rising raw material prices.

Furthermore, the Company has continuously planned and managed group-wide expenses to accommodate rising energy costs. Measures include installing fuel bunkers at distribution centers, allowing cost savings from better fuel rates and receiving rebates. The Company also reduces electricity expenses by utilizing the rooftops of factories and Index Living Mall branches for Solar Rooftop installations to generate renewable electricity. Air conditioning systems have been upgraded for higher efficiency and energy savings, and electric vehicles have been adopted for product deliveries, helping reduce costs and long-term greenhouse gas emissions.

Risk from Inventory Management

The Company places strong emphasis on strict inventory control policies. While ensuring timely delivery to customers and supporting business expansion, inventory levels must be managed appropriately to reduce risks related to inventory management costs, storage, and potential product deterioration or damage.

The Company manages inventory throughout the entire supply chain. For example, in the purchasing process, a Demand Forecast system is used to estimate orders in line with sales targets agreed upon with the sales department. This helps control excessive ordering, making inventory management more efficient and accurate. Inventory is carefully managed across all stages of the supply chain.

  • Purchasing. The Company uses a Demand Forecast system to estimate orders in line with sales targets agreed upon with the sales department. This helps manage and control excessive ordering, improving efficiency and accuracy.
  • Order Planning. Purchase plans are closely coordinated with the Company’s factories to ensure sufficient production and stock availability during promotions or project deliveries, without missing sales opportunities or creating excessive inventory.
  • New Product Management . Strict criteria are established for managing new products in collaboration between the Product Development Strategy team and the Trading team to control new product inventory from the outset.
  • Product Classification. Classification criteria are adjusted to reflect actual performance, and policies are set for managing each product class. This includes measures such as promoting sales or discontinuing unprofitable products, helping control inventory from the source.
  • Slow-Moving and Obsolete Stock. The Company focuses on clearing slow-moving and obsolete items through promotions, discounts, and regular DC Clearance Sale events.

With the current business trend increasingly relying on technology, the risk of cyber threats has grown. Escalating cybersecurity issues, such as system failures or personal data breaches of customers, theft of critical information, unauthorized data modification, or phishing attacks, can compromise the security of customer and stakeholder information and negatively affect the Company’s reputation and image.

The Company has enhanced its information and IT system security by establishing action plans to respond to potential cyberattacks, monitoring, and issuing alerts in case of data breaches or cyber threats. To further strengthen the security of its core IT systems, the Company has migrated servers to the cloud for system operations and implemented regular internal and external audits of IT infrastructure controls. Dedicated IT personnel are assigned to monitor operations and address potential issues at all times. The Company also plans to continuously source and develop up-to-date hardware and software systems to counter emerging forms of cybercrime and prevent unauthorized access to data.

The Company has implemented security systems on computers to prevent potential damage from cyber threats. It also conducts organization-wide communication and training to raise awareness and understanding of cybersecurity, personal data protection, and the proper handling of customer information. Regular cybersecurity vulnerability management is carried out to prevent incidents that could lead to cyberattacks. This includes conducting information system penetration tests and assessments by experts to identify weaknesses and improve the efficiency of internal IT systems. The Company also performs cybersecurity incident management tests to handle and minimize damages from cyberattacks, while evaluating and analyzing root causes, observations, and recommendations to prevent similar incidents in the future.

Corporate Governance Risk

Corporate governance under the Company’s board of directors emphasizes sustainable business management. The Company promotes compliance with its business ethics, best practices for directors, and regulations, rules, and guidelines issued by the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). The Company also prioritizes transparency and disclosure, as outlined in its Good Corporate Governance Practices and Corporate Code of Conduct, which are published on the Company’s website for shareholders and other stakeholders. The disclosures are intended to be accurate, complete, sufficient, timely, and reliable. Financial and non-financial information is disclosed according to laws, rules, and regulations through the SET system, including Form 56-1 and One Report in both Thai and English. The Investor Relations and Corporate Secretary departments are responsible for responding to inquiries.

Additionally, the Company became a member of the Thai Private Sector Collective Action Against Corruption (CAC) in 2022 and is in the process of renewing membership in 2025. The Company implements corporate governance to ensure credibility, transparency, and anti-corruption compliance. Channels are established for stakeholders to report corruption-related complaints. Internal audits are conducted annually to review internal controls and work processes for corruption risks. To raise employee awareness of the dangers of corruption and ensure proper conduct, the Company conducts communication campaigns, publicizes anti-corruption policies, and provides mandatory training for all new employees.

Financial Risk

Exchange Rate Volatility In 2024, the Thai Baht remained highly volatile due to continued domestic structural weaknesses, while the Thai economy faced underlying structural challenges. This volatility persisted even as the global economy entered a downward interest rate cycle toward the end of 2024. The Company faces direct impacts from financial market uncertainty, affecting the value of imported goods, costs of imported raw materials and products, as well as revenues from overseas sales and franchise royalties from Company-operated stores.

The Company continues to strictly manage foreign exchange risks to maintain exposure at an appropriate level. Measures include implementing a natural hedge through the Company’s sales and raw material purchasing transactions. Pricing of newly imported products is regularly reviewed to cover import costs and exchange rate fluctuations while maintaining an appropriate profit margin. Additionally, the Company manages exchange rate risk by entering into forward contracts for foreign currencies to mitigate the impact of currency volatility during certain periods.

The Company closely monitors foreign exchange movements and maintains strong relationships with financial institutions. It also regularly follows news and information from banks to assess situations and mitigate potential risks. The Company’s retail customers are divided into three main groups:

  1. Individual customers – in-store and online customers who primarily purchase products in cash.
  2. Domestic project customers
  3. International customers – customers purchasing in large quantities from overseas.

For groups 2 and 3, the Company may consider providing credit where appropriate, based on performance, financial position, and repayment ability, to reduce the risk of non-payment. Since these customers typically have long production and delivery cycles, receivables are secured through instruments such as guarantee letters and Letters of Credit. As of December 31, 2023, and 2024, outstanding receivables amounted to XX Baht and XX Baht, respectively, mostly from project customers. The Company has assessed repayment terms and made adequate and appropriate provisions for doubtful debts.

Dependence on major shareholders or affiliated companies of major shareholders or executives

As of January 31, 2024, the major shareholders of the Company are the Patmasatyasanthi family group and Thammada Panich Family Company Limited, holding a total of 378.19 million shares, representing 74.89% of the Company’s total issued shares. Therefore, other shareholders face the risk that a group of major shareholders holding more than 50% may influence management policy decisions, including voting power on matters proposed by the major shareholders at the shareholders’ meeting. The Company recognizes the importance of managing its business with good governance, transparency, and accountability. Accordingly, it has established a management structure comprising the Board of Directors, the Audit Committee, and the Executive Committee, with clearly defined responsibilities and authority for each body.

Currently, the Company’s Board of Directors consists of 11 members, of which 5 are independent directors. Among them, 3 independent directors serve on the Audit Committee to oversee, balance decision-making, and review and approve matters before presenting them to the shareholders’ meeting. In addition, in cases involving related-party transactions with directors, major shareholders, controlling persons, related entities, or potentially conflicting parties, such persons are not entitled to vote on the approval of such matters. Furthermore, in the case of proposals that may affect shareholders, minority shareholders have the right to object with just 10% of the votes of shareholders attending the meeting. All approvals must also comply with the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

Investment in securities of foreign companies

None

Human Rights Risk

The Company remains committed to operating in accordance with human rights principles directly related to the Company, including its subsidiaries under the Company’s management, all suppliers and legal entities within the supply chain, as well as tenants, customers, contractors, and all stakeholders affected by the Company’s business activities. Within this scope of operations, the Company has initiated comprehensive human rights due diligence to provide guidance, a risk prioritization system for managing human rights issues, and communication to all stakeholder groups regarding the Company’s respect for human rights. This effort is carried out with the cooperation of experts to establish guidelines and methods for assessing human rights risks related to the Company’s business operations, implementing appropriate mitigation measures, and providing proper remedies for any rights violations.

Stakeholders Directly Impacted

Customers
Benefits Received
  • Receive a variety of quality products at good value (e.g., Furinbox, Eco Product)
Potential Impacts
  • Changing behavior: waiting for low-cost or eco-friendly products; dissatisfaction with quality or service may impact trust
Business Partners
Benefits Received
  • Opportunity to collaborate on developing a sustainable supply chain; regular orders help generate revenue
Potential Impacts
  • Risk from fluctuating raw material costs and overreliance on major suppliers
Employees
Benefits Received
  • Benefit from development in Omni Channel, Digital Skills, and ESG
Potential Impacts
  • Risk of lagging behind in technology and competition; job security concerns during economic slowdown
Shareholders
Benefits Received
  • Growth in performance, dividend payments, confidence from AA-level SET ESG Ratings
Potential Impacts
  • Risk from reliance on major shareholders; economic and currency volatility affecting profits
Communities and Society
Benefits Received
  • Benefit from employment and CSR activities, Green Retail Store (Zero Energy Building)
Potential Impacts
  • Environmental impacts from operations/supply chain; poor management may lead to criticism
Government and Others Agencies
Benefits Received
  • Compliance with labor and environmental laws, and transparent disclosure
Potential Impacts
  • Risk of non-compliance with new regulations, such as environmental, tax, or labor laws
Business Partners (such as tenants in The Walk, Little Walk)
Benefits Received
  • Secured prime locations, attracting more customers and establishing strong anchor tenants
Potential Impacts
  • If supply exceeds demand or the economy slows, tenants may be vulnerable and at risk of not renewing contracts