INGRS will convene the Extraordinary Shareholders’ Meeting No. 1/2025 on 14 August 2025  to consider the ratification of financial assistance transactions provided to the ICB group during the period from 31 January 2024 to 2 May 2025, in the form of loan agreements with repayment on demand and advances without loan agreements, both with and without interest charges. The total value of the financial assistance amounts to 197.31 million Malaysian ringgit (approximately 1,505 million baht). As of 2 May 2025, the total outstanding principal and accrued interest receivable equals 95.66 million Malaysian Ringgit (approximately 730 million Baht).

However, the IFA is of the opinion that the INGRS shareholders should not approve the ratification of the transactions, as the INGRS group may face risks from potential default by the ICB group, given ICB's significantly weakened operating results and financial position, which affects ICB's debt repayment capability. Additionally, the repayment plan lacks clarity, and the loan agreement terms are inappropriate and may unduly benefit the ICB group.

Moreover, the Board of Directors and the Audit Committee of INGRS deem it appropriate to revise the policies and internal processes related to providing financial assistance to the related party to ensure greater rigor and compliance with the rules and regulations issued by the Stock Exchange of Thailand (SET) and the SEC. Additionally, they will improve the terms and conditions of inter-company loan agreements to ensure clarity and appropriateness.

Accordingly, the SEC urges the INGRS shareholders to carefully review all information, consider the advantages, disadvantages, benefits, risks, and potential impacts of approving or rejecting the ratification of the financial assistance transactions, exercise their rights to protect their interests, and make inquiries with INGRS’s management to obtain sufficient information for decision-making.

The above transactions require approval by the shareholders’ meeting by a vote of not less than three-fourths of the total votes of the attending shareholders with the voting rights, excluding votes of shareholders with conflicts of interest.