Date/Time 13 มี.ค. 2569 22:06:00
Headline
Notification of the 2026 AGM,the Issuance and Offering of TNDT-W2,the Disposal of Investment in Associate,Omission of Dividend Payment,Reduction of Registered Capital,Capital Increase,Change in the Objectives for the Utilization of Proceeds(Revised3)
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution (Update) : 13-Mar-2026 Shareholder's meeting date (New) : 29-Apr-2026 Beginning time of meeting (hh:mm) (New) : 09 : 30 Record date for the right to attend the : 27-Mar-2026 meeting (New) Ex-meeting date (New) : 26-Mar-2026 Significant agenda item (Update) : - Omitted dividend payment - Capital increase - The issuance of convertible securities - Changing / renewal of the term of the director(s) - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital reduction - To consider and approve the amendment of company's objectives Type of meeting : Electronic meeting Venue of the meeting (New) : Via electronic media (E-AGM). In which the meeting will be broadcasted from Training and Development Center of Thai Nondestructive Testing Public Company Limited No. 20 Soi Ramkamhaeng 60, Yaek 6, Huamark, Bangkapi, Bangkok, 10240 Agenda Item : 1 Agenda Detail (Update) : To acknowledge the reports of the Board of Directors, the Nomination and Remuneration Committee, the Audit Committee, and the Company's operating results for the past year. Type (Update) : To acknowledge Board's Resolution (New) : The Board of Directors considered that the Company's business operations in 2025 should be summarized to the shareholders for their acknowledgement in the Company's Annual General Meeting of the shareholders. Agenda Item : 2 Agenda Detail (Update) : To consider and approve the Company's Balance Sheet and Profit and Loss Statement for the fiscal year 2025, ended December 31, 2025. Type : To Consider and approve Board's Resolution (New) : Such a balance sheet and statement of income for the year ended 31 December 2025 were duly audited and certified by the CPA. (KARIN AUDIT COMPANY LIMITED), as well as being already reviewed by the Audit Committee and the Board of Directors. Agenda Item (New) : 3 Agenda Detail (New) : To consider and approve the omission of net profit allocation as a legal reserve and the omission of dividend payment for the 2025 operating results. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors of the Company deemed appropriate to propose to the Annual General Meeting of Shareholders for the approval of the omission of allocating net profit for the year 2025 as a legal reserve, and consider approving the omission of dividend payment for the operating results as of the year 2025 as of December 31, 2025, due to the Company's net loss amounted to 19,853,698 baht (Owners of the Company). Therefore, the Board of Directors deemed appropriate to propose the above-mentioned to the Annual General Meeting of Shareholders for consideration and approval. Agenda Item (New) : 4 Agenda Detail (New) : To consider and elect directors to replace those retiring by rotation. Type (New) : To consider and approve the appointment of directors Board's Resolution (New) : The three nominated candidates have undergone a rigorous and careful screening process by the Board of Directors (excluding directors with a conflict of interest or those being considered). Therefore, the Board deems it appropriate to propose that the Annual General Meeting of Shareholders consider the re-election of all directors who are retiring by rotation, namely (1) Ms. Chomduen Satavuthi to be re-appointed as Director / Chairman of the Executive Committee, (2) Mr. Thanun Satavuthi to be re-appointed as Director / Chief Executive Officer / Managing Director / Chairman of the Sustainability Development Committee / Member of the Investment Committee, and (3) Assoc. Prof. Dr. Wichai Chiwalai to be re-appointed as Independent Director / Chairman of the Audit Committee / Chairman of the Nomination and Remuneration Committee, as they possess the qualifications and expertise well-suited to the Company's business operations. Agenda Item (New) : 5 Agenda Detail (New) : To consider and determine the remuneration of directors for the year 2026. Type (New) : To Consider and approve Board's Resolution (New) : In 2026, Due to the economic growth stability, the Board of Directors were considered carefully by comparing to the related industry, the responsibilities and duties, the expansion of the business and profit growth of the Company. Therefore the shareholders should determine the remuneration of Directors in the rate as year 2025 as the Board of Directors proposed. Agenda Item (New) : 6 Agenda Detail (New) : To consider and appoint the auditors and determine the audit fee for the year 2026. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors considered anddeemed it appropriate to propose to the Annual General Meeting of Shareholders for consideration and approval of the appointment of Karin audit Co., Ltd., as the auditor of the Company and its subsidiaries, and the determination of the auditor's remuneration for the year 2026, in the total amount of 2,650,000.00 baht, which excluded the expenses of documentation or other expenses concerning to the audit process. This proposal has been reviewed and endorsed by the Audit Committee. Agenda Item (New) : 7 Agenda Detail (New) : To consider and approve the reduction of the Company's registered capital by cancelling the unissued ordinary shares, and the amendment to Clause 4 of the Company's Memorandum of Association to be consistent with the capital reduction. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of the reduction of the Company's registered capital by Baht 431,603,421.50, from the existing registered capital of Baht 1,297,394,775 to a new registered capital of Baht 865,791,353.50. This shall be achieved by cancelling 863,206,843 unissued ordinary shares with a par value of Baht 0.50 per share. These shares remain from (1)the allocation for the exercise of warrants to purchase the Company's ordinary shares Series 1 (TNDT-W1), totaling 170,573,943 shares, pursuant to the resolution of the 2022 Annual General Meeting of Shareholders on April 25, 2022 and (2) the allocation for the issuance and offering of newly issued ordinary shares under a General Mandate, totaling 692,632,900 shares, pursuant to the resolution of the 2025 Annual General Meeting of Shareholders on April 25, 2025. In addition, the Board deems it appropriate to propose to the 2026 AGM for consideration and approval of the amendment to Clause 4 of the Company's Memorandum of Association to reflect the aforementioned reduction of the Company's registered capital. Agenda Item (New) : 8 Agenda Detail (New) : To consider and approve the issuance and offering of Warrants to purchase the ordinary shares of Thai Non-Destructive Testing Public Company Limited No. 2 (TNDT-W2) to the existing shareholders in proportion to their respective shareholdings. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of the issuance and offering of warrants to purchase the ordinary shares of Thai Non-Destructive Testing Public Company Limited Series 2 ("TNDT-W2" or the "Warrants") in the amount of not exceeding 577,194,235 units (this represents 33.33 percent of the Company's total paid-up shares as of the Board of Directors' Meeting No. 1/2026 on February 27, 2026, which does not exceed 50 percent of the Company's total paid-up shares as of such date). The Warrants shall be allocated to the existing shareholders of the Company in proportion to their respective shareholdings (Rights Offering) at no cost (zero Baht), at an allocation ratio of 3 existing ordinary shares to 1 unit of the Warrant (any fraction of shares shall be discarded). The Warrants shall have a tenure of 2 years from the issuance date, with an exercise ratio of 1 unit of the Warrant to 1 ordinary share, and an exercise price of Baht 0.50 per share (except in the case of rights adjustment) Agenda Item (New) : 9 Agenda Detail (New) : To consider and approve the increase of the Company's registered capital and the amendment to Clause 4 of the Company's Memorandum of Association to be consistent with the capital increase. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of the increase of the Company's registered capital by Baht 288,597,117.50, from the existing registered capital of Baht 865,791,353.50 to a new registered capital of Baht 1,154,388,471.00. This shall be achieved by issuing not more than 577,194,235 newly issued ordinary shares with a par value of Baht 0.50 per share. These shares are reserved to accommodate the issuance and offering of the warrants to purchase the Company's ordinary shares Series 2 (TNDT-W2)." Agenda Item (New) : 10 Agenda Detail (New) : To consider and approve the allocation of the Company's newly issued ordinary shares to reserve for the issuance and offering of the warrants to purchase the ordinary shares of Thai Non-Destructive Testing Public Company Limited Series 2 (TNDT-W2) to the existing shareholders of the Company in proportion to their respective shareholdings Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of the allocation of the Company's newly issued ordinary shares, whether in a single or multiple offerings, in an amount of not exceeding 577,194,235 shares with a par value of Baht 0.50 per share. These shares are reserved to accommodate the exercise of the warrants to purchase the Company's ordinary shares Series 2 (TNDT-W2), which are to be issued and offered to the existing shareholders of the Company in proportion to their respective shareholdings (Rights Offering) at no cost (zero Baht). The allocation ratio is 3 existing ordinary shares to 1 unit of the Warrant (any fraction of shares shall be discarded). The Warrants shall have a tenure of 2 years from the issuance date, with an exercise ratio of 1 unit of the Warrant to 1 ordinary share, and an exercise price of Baht 0.50 per share (except in the case of rights adjustment) Agenda Item (New) : 11 Agenda Detail (New) : To consider and approve the change in the objectives for the utilization of proceeds received from the offering of newly issued ordinary shares via Private Placement and Rights Offering. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of a significant change in the objectives for the utilization of proceeds received from the issuance and offering of newly issued shares via Private Placement (PP) and Rights Offering (RO). The Board of Directors has considered and is of the view that such change will provide a more efficient approach to fund management to achieve the maximum benefit for the Company and its shareholders. This change is consistent with the current operational plans and supports the strategy to expand business lines and customer bases across various industries in the future. By diversifying businesses and services, the Company aims to achieve sustainable growth in both revenue and profit stability, which will ultimately yield the highest benefits to the Company and its shareholders. Agenda Item (New) : 12 Agenda Detail (New) : To consider and approve the amendment and addition of the Company's Objectives, and the amendment to Clause 3 of the Memorandum of Association. Type (New) : To Consider and approve Board's Resolution (New) : The Board of Directors deems it appropriate to propose to the 2026 Annual General Meeting of Shareholders for consideration and approval of the amendment and addition of 4 new objectives to the Company's objectives, resulting in a total of 64 objectives. In addition, the Board proposes the amendment to Clause 3 of the Company's Memorandum of Association to ensure consistency with the aforementioned changes in the Company's objectives, with details as follows: (A) Clause 61: To operate the business of providing training and seminars on occupational safety, health, and environment in the workplace, as well as fire drills and fire evacuation training. (B) Clause 62: To operate the business of providing services related to occupational safety, health, and environment in the workplace. (C) Clause 63: To operate the business of distribution, acting as an agent, import, export, and leasing of safety equipment, such as fire extinguishers, fire extinguishing chemicals, all types of fire-fighting equipment, automatic fire alarm systems, high-sensitivity smoke detection systems (HSSD), as well as fire prevention and management systems, security equipment, and spare parts for such equipment. This includes providing installation, inspection, maintenance, and refilling services for all types of fire extinguishing chemicals. (D) Clause 64: To operate the business of distribution, acting as an agent, import, export, and leasing of tools, equipment, and materials used for safety testing and inspection, such as film developing chemicals, personal protective equipment (PPE), etc. Agenda Item (New) : 13 Agenda Detail (New) : To consider other agenda Type (New) : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 13-Mar-2026 Omitted dividend payment from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Miss CHOMDUEN SATAVUTHI Position in company (1) : DIRECTOR Effective Date (1) : 17-Apr-2007 Position in company (2) : Chairman of the Executive Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. THANUN SATAVUTHI Position in company (1) : DIRECTOR Effective Date (1) : 01-Sep-2025 Position in company (2) : CHIEF EXECUTIVE OFFICER Effective Date (2) : 01-Sep-2025 Position in company (3) : MANAGING DIRECTOR Effective Date (3) : 01-Sep-2025 Position in company (4) : Chairman of the Sustainability Development Committee / Member of the Investment Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. WICHA JIWALAI Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 15-Mar-2007 Position in company (2) : CHAIRMAN OF THE AUDIT COMMITTEE Effective Date (2) : 15-Mar-2007 Position in company (3) : Chairman of the Nomination and Remuneration Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. POJANA ASAWASONTICHAI CPA License No. : 4891 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mr. JADESADA HUNGSAPRUEK CPA License No. : 3759 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. SUPOJ MAHANTACHAISAKUN CPA License No. : 12794 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Ms. KANWARAT SAKSRIBORWORN CPA License No. : 13273 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 5 Auditor Name : Miss KANNIKA WIPANURAT CPA License No. : 7305 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 6 Auditor Name : Mr. JIROTE SIRIROROTE CPA License No. : 5113 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 7 Auditor Name : Ms. KANITA SAWANGWONG CPA License No. : 14943 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 8 Auditor Name : Mr. WORAPOL WIRIYAKULAPONG CPA License No. : 11181 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 9 Auditor Name : Mr. WICHIAN PROONGPANISH CPA License No. : 5851 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 10 Auditor Name : Ms. BONGKOTRAT SUAMSIRI CPA License No. : 13512 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 11 Auditor Name : Mr. THANATHIT RAKSATHIANRAPHAP CPA License No. : 13646 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 12 Auditor Name : Miss Pasinee Wankluea CPA License No. : 15208 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 13 Auditor Name : Miss NETINAN TRONGTOKAN CPA License No. : 15065 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 27-Feb-2026 Type of allocated securities : Warrants Allocate to : All common shares' shareholders Number of allotted warrants (units) : 577,194,235 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 577,194,235 Ratio (Existing shares : Warrant) : 3.00 : 1.00 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : TNDT-W2 Name of warrant : The Warrant to Purchase Ordinary Shares of Thai Nondestructive Testing Public Company Limited No. 2 Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 0.50 Term of warrants : 2 years from the issuance date ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 27-Feb-2026 Number of additional common shares : 577,194,235 (shares) Total of additional shares (shares) : 577,194,235 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 577,194,235 ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. 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