Contents
2 Vision and Mission
3 Financial Highlights for the year 2022 - 2024
4 Message from the Board of Directors
6 Report of the Board of Directors' Responsibility for Financial Reports
7 Report from the Sub-Committees
14 The Board of Directors and Executives
Section 1 Business Operation and Operating Results
16 1. Organizational Structure and Operation of the Group of Companies
51 2. Risk Management
55 3. Driving Business for Sustainability
76 4. Management Discussion and Analysis
90 5. General Information and Other Material Facts
Section 2 Corporate Governance
93 6. Corporate Governance Policy
111 7. Corporate Governance Structure and Significant Information Related to the Board of Directors,
Sub-Committees, Executives, Employees and Others
125 8. Report on Key Operating Results Related to Corporate Governance
145 9. Internal Control and Related party Transactions
Section 3 Financial Statements
162
Financial Statements
Attachments
233 | Attachment 1 | Details of Directors, Executives, Controlling Persons, the person assigned to take |
highest responsibility in Accounting and Finance, the person assigned to take direct | ||
responsibility for accounting supervision and the Company's Secretary | ||
246 | Attachment 2 | Details of the Directors of Subsidiaries |
248 | Attachment 3 | Details of the Head of the Internal Audit |
249 | Attachment 4 | Assets for Business Undertaking and Details of Asset Appraisal |
259 | Attachment 5 | Corporate Governance Policy and Code of Conduct |
260 | Attachment 6 | Report of the Audit Committee |
Vision and Mission
Vision
To be the leading real estate development company in providing the quality and innovations of products and services for customers in all target segments under the social sustainability approach.
Mission
Product and Service Quality
• Create long-term competitive advantage by focusing on the best quality products and services for customers in all target segments.
• Focus on innovations of new products and services to accurately and timely respond to customer needs.
Work Life Quality
• Create positive work environment and culture, enhance employee benefits to promote efficiency and happiness at work.
Personnel
• Operate in accordance with laws, with transparency, that can be audited at every stage.
• Support and encourage employees to develop their potentials in various fields as applicable to their responsibilities for their career advancement.
Social Quality
• Social quality of the project: Focus on pleasant and environmental friendly living place, as well as providing convenience and safety for customers.
• Social quality of the surrounding community: Support and be responsible for surrounding communities where the company and its subsidiaries operate, as well as general society.
Investment quality
• Improve efficiency of company's operation and investment in order to achieve a sustainable growth in profitability.
Financial Highlights for the year 2022-2024
Summary of Financial Statements Information
Total Assets Total Liabilities Shareholders' Equity Net Sales
Total Revenues Gross Profit Net Profit
2022 | 2023 |
43,626 15,793 27,833 9,226 9,445 3,129 2,396 | 43,442 15,070 28,372 8,968 9,237 3,006 2,503 |
43,626
15,793
27,833
9,226
9,445
3,129
2,396
43,442 44,821
15,070 15,517
28,372 29,304
8,968 8,439
9,237 8,695
3,006 2,624
2,503 2,150
Net Profit Margin (%) 24.7
2022 | 2023 |
25.4 8.7 5.3 0.22 0.14 0.6 2.60 | 27.1 8.9 5.8 0.23 0.15 0.5 2.65 |
Financial Ratio
Return on Equity (%) 7.5
Return on Assets (%) 4.9
Basic Earning per Share (Baht) 0.20
Dividend per Share (Baht) Debt to Equity Ratio (Time) 0.5
Book Value per Share (Baht) 2.74
Message from the Board of Directors
Dear Shareholders,
In 2024, the market conditions of the residential real estate development sector continued to face challenges stemming from a global economic slowdown. This was primarily due to several adverse factors, including inflation impacting consumer purchasing power, persistently high levels of household debt, an oversupply situation, and elevated policy interest rates. Furthermore, financial institutions maintained stringent policies regarding the approval of residential mortgage loans.
In response to these circumstances, the Company strategically adjusted its focus towards Hi-ended detached housing projects. This shift aimed to cater to the demand of customers with stronger purchasing capacity. In 2024, the Company launched a total of five low-rise projects in Bangkok and its vicinity, with a combined project value of Baht 9,804 million, representing a 14 percent increase compared to 2023.
In 2024, the Company and its subsidiaries reported total revenue from core business of Baht 8,439 million, a decrease of 6% compared to 2023. The net profit from operations was Baht 2,150 million, a decrease of 9%, and the interest-bearing debt to equity ratio remained at 0.39, the same as in 2023.
The hotel business in which the company has invested has demonstrated a significant increase in performance, reporting a profit growth of Baht 148 million, or a 12% increase, when compared to the fiscal year 2023.
This positive result is attributed to a robust recovery driven by the expansion of both domestic and international tourism. The sustained growth in tourism is a direct consequence of supportive government policies and the recovery of the regional economy.
Regarding the company's commitment to sustainable development, we continue to prioritize and adhere to our
policies and practices aimed at achieving sustainable development in accordance with the ESG (Environmental, Social, and Governance) framework. This encompasses environmental stewardship, social responsibility, and corporate governance, all underpinned by sound corporate governance principles. Our efforts include the development of residential properties and the promotion of environmentally friendly innovations. This is evidenced by our careful selection of construction materials that emphasize energy efficiency through the utilization of renewable energy sources, thereby aligning with the government's policy on reducing greenhouse gas emissions.
Furthermore, the company remains dedicated to conducting business under strong corporate governance.
In the year 2024, the company received an "Excellent" rating in the Corporate Governance Report of Thai Listed Companies (CGR) survey for the ninth consecutive year.
On behalf of the Board of Directors of Quality Houses Public Company Limited, we extend our sincere gratitude to our valued customers, shareholders, business partners, financial institutions, and all stakeholders for their continued trust and unwavering support. We also wish to express our appreciation to all our employees for their dedicated and diligent efforts throughout the past year. Moving forward, the company remains steadfast in its commitment to conducting business in accordance with the principles of sustainable development and sound corporate governance, with the aim of creating value for society and maximizing benefits for the company and all its stakeholders.
Chairman
Report of the Board of Directors' Responsibility for Financial Reports
The financial statements of Quality Houses Public Company Limited have been prepared under the policy of the Board of Directors in accordance with Generally Accepted Accounting Principles (GAAP) and conservative accounting policy with careful judgment in making estimates in the preparation of the financial statements to reflect actual operating results of the Company.
The Board of Directors has realized the importance of the quality of the financial statements by providing a review of financial information and adequate disclosure of important information in the Notes to Financial Statements for the benefits of shareholders and general investors in the use of financial statements.
In this regard, the Board of Directors has appointed an Audit Committee, consisting of independent directors who are experts, to directly oversee the quality of the financial statements. The opinion of an Audit Committee has appeared in the Audit Committee Report as disclosed in this Annual Report 2024 (Form 56-1 One Report).
According to the mentioned management structure and internal control system as well as an unqualified opinion by the auditor, the Board of Directors therefore believes that the financial statements of Quality Houses Public Company Limited as of December 31, 2024 have presented the financial position, operating results and cash flow correctly in accordance with GAAP.
(Mr. Boonsom Lerdhirunwong)
Chairman
Report from the Audit Committee
Dear Shareholders,
The Audit Committee of Quality Houses Public Company Limited consists of 3 independent directors. In 2024, 6 meetings were convened to independently discuss and consider various subjects. The list of the Audit Committee's members and the details of its meetings were shown as follows:
Audit Committee
Position
Attendance / Total Meetings (Times)
Mrs. Tipawan Chayutimanta Miss Vilasna Poonpatpibul
Chairman of the Audit Committee Member of the Audit Committee
Assoc. Prof. Dr. Narongdech Srukhosit Member of the Audit Committee
6/6 6/6 6/6
The Audit Committee has performed its duties as delegated by the Company's Board of Directors and as stipulated in the rules and regulations of the Stock Exchange of Thailand. The Audit Committee's performance for the year 2024 is summarized as follows:
1. Reviewing the Company's quarterly and yearly financial statements: The Audit Committee collaborated with the internal auditor and the executives in providing the opinion that the Company's financial statement was prepared according to the generally accepted accounting principles and was disclosed accurately and completely in accordance with the material matters. The external auditors have reported an unqualified opinion.
In 2024, the Audit Committee held a meeting with the external auditors, without the presence of any executives of the Company, to discuss receiving support from the management and independence in performing duties, to exchange opinions and acknowledge the significant comments as well as suggestions of the external auditors. The meetings were also conducted in order that the financial statements were well prepared for the changes to new or improved accounting standards. This brings about financial statements, accuracy, and reliability for the benefits of investors and users.
2. Monitoring internal audit activities and reviewing annual audit plan: The Audit Committee reviewed and approved the annual audit plan created by prioritizing the risk of significant business operation.
The Audit Committee acknowledged the results of the audit report and commented on taking preventive measures of internal control systems to prevent or mitigate risks as well as suggesting improving the internal audit activities and supporting the development of quality personnel. The Audit Committee also emphasized following up the improvement of business operation as recommended in the internal audit report to achieve the efficiency of the internal audit system. In 2024, no significant deficiencies were found in the Company's internal control systems.
3. Reviewing the adequacy of the risk management system: The Audit Committee considered the adequacy of the risk management system. The Risk Management Committee was established to classify the risk type and define the criteria of risk assessment. Evaluate and monitor the impact level of each risk type by department. The Audit Committee considered that the Company has the appropriate and adequate risk management for the business operation.
4. Monitoring the Company's compliance in accordance with the Securities and Exchange Laws: The secretary of the Audit Committee was tasked to provide regular updates of any changes to such laws and regulations to the Audit Committee. The Audit Committee is of the view that in 2024, there were no significant incidents of violation to any laws or regulations.
5. Selecting the Company's external auditors and reviewing their remuneration: The Audit Committee proposed and selected the Company's external auditors based on their knowledge, experience, independence, performance, and service, as well as the appropriate remuneration. In 2024, the Audit Committee recommended the appointment of EY Office Company Limited to be the Company's external auditors. The proposal was approved by the Board of Directors and was subsequently approved by shareholders at the 2024 Annual General Meeting.
6. Reviewing and providing opinions on related party transactions: The Audit Committee ensured that the Company has established procedures and guidelines for every related party transactions in accordance with the government law and regulations, by considering the Company's best benefits at arm's length basis to prevent any conflicts of interest. The Audit Committee also monitored the full and fair disclosure of all related party transactions. The Company performed fairly in compliance with related departments.
7. Emphasizing the Company's corporate governance: To achieve good corporate governance in accordance with rules and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission, the Audit Committee has reviewed the roles and responsibilities of the Audit Committee members in all aspects as prescribed in the SEC rules to ensure their full compliance. The Company has established a system to receive complaints from all stakeholders and encouraged employees' compliance with such rules, regulations and code of conduct, as well as environmental protection. The practice of the Company's good corporate governance enhances the Company recognition and trust by shareholders, investors, and other stakeholders.
8. Considering the Anti-Corruption Guidelines: The Audit Committee acknowledged all activities and executions related to anti-corruption measures of the Company and provided guidance in accordance with the Company's anti-corruption policy. In addition, the Company is currently certified as a "Member of the Thai Private Sector Collective Action against Corruption".
9. Performing the Audit Committee' s duties properly: The Audit Committee properly performed his duties prudently and independently under the Audit Committee Charter framework, and as assigned by the Company's Board of Directors. And regularly reviewed and appropriately revised the Audit Committee Charter in accordance with the current business situation.
10. Establishing the Self-Assessment System: The Audit Committee established the self-assessment system for its members on the following topics:
- The Audit Committee composition
- Training and resources
- Meetings
- Activities of the Audit Committee
- Relationship with Chief of Internal Audit department, external auditors, and Executives
The assessment result was found that the Audit Committee completely performed in accordance with the Audit Committee Charter and effectively promoted good corporate governance. The Report on the Audit Committee's performance shall be presented to the Board of Directors on a quarterly basis.
The Audit Committee concluded that the Company conducted its business principally in line with the good corporate governance policy. As a result, the management system and internal control system had no significant deficiency. Besides, the Company's business practices were conducted based on the Company's best benefits under the policies determined by the Board of Directors.
(Mrs. Tipawan Chayutimanta) Chairman of the Audit Committee