The SEC’s inspection revealed that Pi Advisory and Sumritchai committed serious misconduct in their role as financial advisor in connection with an IPO application for a public limited company*. Their conduct demonstrated dishonest intent by assisting the IPO applicant in concealing material facts that could significantly impact the SEC’s consideration of the IPO application or investors’ decision-making. It was also found that they intentionally concealed information regarding conditions related to the termination of an agency agreement – a core business and a significant transaction for the IPO applicant – by disclosing only information favorable to the company, despite knowing about additional conditions between the IPO applicant and its counterparty which stipulated immediate termination after an extension period expired. Instead of disclosing this condition, they reported only progress on the agency agreement renewal, even though such terms had significant implications: causing loss of fee and affecting both financial status and operating results. 

Further deficiencies were identified regarding gross negligence or lack of due care in conducting due diligence on another project involving the IPO applicant, where  the supervisor failed to investigate suspicious financial transactions (red flags) or verify whether certain sales transactions were genuine (true transactions), despite deposit amounts at issue representing nearly 20 percent of total assets at the time of the IPO application—a material asset for business operations. They also failed to analyze and disclose risks associated with the agency agreement that could result in substantial loss of deposits.

Additionally, other significant deficiencies were found: lack of due care in due diligence related to subsidiary transactions with risk of deposit loss; use of company resources for personal benefit by executives without supporting policies; failure to examine conflicts of interest involving directors’ or major shareholders’ private businesses; failure to assess possible impacts on costs or expenses from marketing activities or new business models; and failure to review reasonableness concerning subcontracting arrangements. These failures raised concerns about adequacy and appropriateness of internal controls at the IPO applicant, as well as completeness and accuracy in disclosures made via registration statements and draft prospectuses.

The above findings indicate serious misconduct by Samritchai in failing to perform his duties as supervisor according to professional standards and ethics required by law, along with deficiencies in Pi Advisory’s supervisory systems which failed to ensure compliance with professional standards.

Therefore, the SEC has revoked approvals of Pi Advisory Co., Ltd. as financial advisor and Mr. Samritchai Thangharat as supervisor for 10 years, effective from 21 November 2025. Their future applications for approval (as capital market business personnel), if any, will not be considered until after this 10-year period has elapsed**.

Financial advisors play a crucial role in screening companies seeking listing on the Stock Exchange of Thailand (SET), ensuring full, accurate, non-misleading disclosure sufficient for investment decisions. Their work is vital for investors and stakeholders at large; thus, financial advisors must adhere strictly to professional standards and ethics. 

Notes:

* The company and its financial advisor have withdrawn the IPO application; no securities have been offered publicly. 

** This means the SEC will not consider any applications submitted during this revocation period.