The Thailand Securities and Exchange Commission has issued an investor notice advising shareholders of Ingress Industrial (Thailand) Public Company Limited (INGRS) to review disclosures, attend the upcoming extraordinary shareholders’ meeting, and exercise their voting rights on the ratification of financial assistance transactions provided to Ingress Corporation Berhad (ICB), a major shareholder of INGRS. The notice highlights the independent financial advisor’s view that shareholders should not approve the ratification. The extraordinary shareholders’ meeting (No. 1/2025) is scheduled for 14 August 2025 to consider ratifying financial assistance provided to the ICB group from 31 January 2024 to 2 May 2025, including repayable-on-demand loan agreements and advances without loan agreements, both with and without interest charges. The total value of the assistance is MYR 197.31 million (approximately THB 1,505 million), with outstanding principal and accrued interest receivable of MYR 95.66 million (approximately THB 730 million) as of 2 May 2025. The independent financial advisor cited risks including potential default given ICB’s significantly weakened operating results and financial position, unclear repayment plans, and loan terms viewed as inappropriate and potentially unduly beneficial to the ICB group; INGRS’s Board and Audit Committee also indicated they will strengthen related-party financial assistance policies and processes and improve inter-company loan terms for clarity and compliance with Stock Exchange of Thailand and SEC requirements. Approval requires a vote of not less than three-fourths of the total votes of attending shareholders with voting rights, excluding votes from shareholders with conflicts of interest.
Thailand Securities & Exchange Commission 2025-08-07
Thailand Securities and Exchange Commission urges INGRS shareholders to scrutinise and vote on ratifying MYR 197.31 million financial assistance to major shareholder ICB
The Thailand Securities and Exchange Commission urges Ingress Industrial (Thailand) Public Company Limited shareholders to review disclosures and vote on ratifying financial assistance transactions to Ingress Corporation Berhad. The independent financial advisor recommends against approval due to risks like potential default and inappropriate loan terms. The extraordinary shareholders’ meeting is on 14 August 2025, with approval needing a three-fourths majority vote, excluding conflicted shareholders.