Following the resolution of the ROH Board of Directors, the matter will be proposed to the EGM

No. 1/2026 on 7 July 2026 for shareholders to consider the ratification of the financial assistance transactions provided to Grande Asset Hotels and Property Public Company Limited (GRAND), Property Perfect Public Company Limited (PF), and Grand Global Gloves Company Limited (GGG) during the period from May 2025 to May 2026 in the form of promissory notes in the amounts of 141 million baht, 80 million baht and 3.5 million baht, respectively, totaling 224.5 million baht. As of 14 May 2026, the outstanding debt owed by GRAND and GGG amounted to 94.5 million baht, excluding accrued interest, while PF had fully repaid both principal and interest. The loans were approved by the Executive Committee of ROH; however, the ROH Board of Directors and the Audit Committee did not agree with such approval due to non-compliance with the relevant notifications governing related party transactions (RPTs) prior to entering into the transactions.

Meanwhile, the IFA is of the opinion that shareholders should not approve the ratification of such RPTs because the interest rates charged to the related companies were lower than ROH’s average financial cost, resulting in losses to ROH from the loan transactions. In addition, the approval process for the loans was inappropriate, as no analysis of the financial cost and an appropriate interest margin was conducted, nor was there any analysis of debt repayment ability, given that the related companies were at risk of default. Furthermore, the Executive Committee was subject to a conflict of interest and had no authority to approve such loan transactions.

In this case, the SEC has observations regarding the reasonableness and appropriateness of the loan transactions with GRAND, PF, and GGG, as well as the transactions approval process, which was not in accordance with the authorized scope and involved approvals by persons with conflicts of interest. In addition, ROH may not have disclosed information regarding these transactions completely or clearly, which may affect the rights and benefits of securities holders or their investment decisions.

Therefore, pursuant to Section 58(1) and (2) of the Securities and Exchange Act B.E. 2535 (1992), the SEC has ordered ROH to clarify the information and submit relevant supporting documents by 6 July 2026, as well as to publicly disclose the information via SETLink.

In this regard, as the IFA is of the opinion that  such transactions are inappropriate and that shareholders should not approve them, the SEC urges ROH shareholders to exercise their voting rights at the EGM on 7 July 2026, and to carefully study the information, exercise their shareholder rights to protect their own interests, and make inquiries with ROH’s management for relevant information so as to ensure that they will have complete and sufficient information for making an informed voting decision at the shareholders’ meeting.