GOVERNANCE & BUSINESS MATERIAL TOPICS

Good Corporate Governance

Business Growth

Innovation Promotion

QTC conducts its business under the principles of good corporate governance alongside the creation of sustainable economic value, adhering to transparency, accountability, and ethical business practices. The company focuses on efficient resource management, promotes fair competition, and builds trust among all stakeholder groups.

   QTC Energy Public Company Limited places importance on good corporate governance as a fundamental foundation for sustainable business operations, adhering to the principles of good governance, transparency, ethics, and responsibility toward all stakeholder groups, together with strict compliance with applicable laws and regulations. This approach contributes to strengthening confidence among shareholders, investors, employees, business partners, and customers, while helping reduce legal, reputational, and operational risks, in alignment with SDG 16: Peace, Justice and Strong Institutions.

   The Company has developed a corporate governance system covering Board oversight, enterprise risk management in accordance with internationally recognized frameworks, internal control systems, anti-corruption measures, personal data protection, as well as transparent and verifiable disclosure. This is to ensure efficient and fair operations aligned with the expectations of all stakeholder groups, supporting the creation of a responsible and sustainable business environment, in alignment with SDG 8: Decent Work and Economic Growth.

Risk, Opportunity, and Impact Assessment

Risk

The absence of an effective good corporate governance system may result in risks related to fraud, non-compliance with laws and regulations, improper management of personal data, as well as failures in internal control systems and enterprise risk management. This may affect operational performance, the confidence of shareholders, investors, and stakeholders, and may also result in reputational damage, reduced competitiveness, and the organization’s long-term sustainability.

Opportunity

Good corporate governance strengthens confidence among shareholders, investors, and stakeholders through transparent business operations, compliance with applicable laws and relevant standards, anti-corruption systems, personal data protection, and effective enterprise risk management. These support strategic decision-making, reduce operational uncertainty, and enhance competitiveness and long-term sustainable growth.

Financial materiality

+ Enhances the confidence of shareholders, investors, and financial institutions, contributing to financial stability and access to funding at appropriate cost levels
+ Reduces the risk of penalties, legal sanctions, and financial losses arising from fraud, legal violations, or improper management of personal data
+ Supports quality strategic decision-making through structured risk management and internal control systems
– Failure to uphold governance principles may result in financial losses from corruption, legal non-compliance, or personal data incidents
– Loss of investor confidence may affect market value, cost of capital, and the organization’s long-term growth potential

Impact materiality

+ Strengthens transparency, ethics, and accountability toward all stakeholder groups
+ Fosters an organizational culture committed to anti-corruption, respect for personal rights, and legal compliance
+ Enhances confidence among employees, business partners, customers, and society in the organization’s business operations
– Weak governance may adversely affect stakeholder rights, fairness in business operations, and the organization’s reputation
– Failures in risk management, personal data control, or corruption incidents may create negative impacts on society and long-term trust

Strategy :

  • Strengthening a governance-driven organizational culture ( Trusted Governance & Ethical Culture)
  • Systematic legal and regulatory compliance (Compliance Excellence)
  • Enhancing enterprise risk management and internal control systems in accordance with international standards ( Enterprise Risk Management Excellence)

Management Approach :

  • Review and update key policies at least once a year to ensure they remain current, such as the good corporate governance policy, business code of conduct, anti-corruption policy, personal data protection policy, and human rights policy, including training for executives and employees whenever policy changes occur
  • Monitor, follow up, and report performance under the oversight of the Board of Directors to ensure operational effectiveness comparable to leading national and global organizations
  • Establish an enterprise risk management committee and policies to assess and control risks that may affect the business, with reference to the COSO-ERM international framework
  • Promote employee awareness of ethics and anti-corruption

Target 1 :

CG Score corporate governance assessment at the 5-star level

Performance :

In 2025, the Company achieved a 5-star CG Score rating, meeting the target

Target 2 :

100% of confirmed complaints or cases involving ethics violations or fraud are investigated and addressed in accordance with established procedures

Performance :

In 2025, the target was achieved

  • External stakeholder complaints : No complaints or fraud cases were identified during the reporting year
  • Internal stakeholder cases : Two cases of internal fraud at the operational employee level and two cases of violations of the No Gift Policy were identified. All cases were addressed in accordance with established procedures, representing 100%

Target 3 :

100% of functions / processes assessed for legal compliance

Performance :

In 2025, legal compliance assessments covering relevant business laws were completed at 100%, meeting the target

Target 4 :

100% of material risks are assessed and have management plans developed within the designated cycle

Performance :

In 2025, 14 material risks were identified, and all 14 were assessed with risk management plans developed, representing 100% and meeting the target

Target 5 :

Number of material cybersecurity incidents or personal data breaches = zero incidents

Performance :

In 2025, no material incidents occurred, meeting the target

Target 6 :

100% of employees receive communication / training on ethics and anti-corruption

Performance :

In 2025, training was provided to new employees and refresher training was conducted for existing employees, covering 97.70%; the target was not achieved

Corporate Governance

The company establishes a corporate governance policy to create a management system that is transparent, accountable, and sustainably competitive in the long term.

Anti-Corruption

The company conducts its business under the principles of good corporate governance, transparency, and social responsibility, adhering to the organizational value that “corruption is unacceptable.”

Cyber Security and Personal Data Protection (Cyber Security & PDPA)

Compliance with the PDPA is part of the company’s enterprise risk management, as cybersecurity incidents or personal data breaches may lead to legal penalties.

Compliance with Laws and Regulations

The company systematically manages legal compliance through compliance assessments and the development of a legal register to mitigate risks and build confidence among stakeholders.

Risk Management

The company places importance on risk management under the ERM–COSO framework to support the achievement of strategic objectives, ensure financial stability, and drive sustainable growth.

Whistleblowing and Complaint Channels

If stakeholders find or suspect any actions that may violate laws, regulations, or company policies, they may make inquiries or report such concerns by submitting complaints along with supporting evidence through the channels specified by the company.

     QTC Energy Public Company Limited aims to expand its business alongside risk management amid the volatility of the economy, technology, and increasingly stringent ESG regulations. The company emphasizes efficient resource utilization and the creation of shared value with stakeholders throughout the value chain, while supporting the development of stable and sustainable energy infrastructure. This approach is aligned with SDG 7 and SDG 9 to promote clean energy and sustainable innovation without causing negative impacts on society and the environment.

     The company is committed to high-quality growth by enhancing competitiveness, financial stability, and organizational capabilities through investments in technology, personnel development, and responsible business practices, supporting SDG 8 on employment and economic growth. In this regard, “business growth” is considered a key sustainability issue, covering both Impact Materiality on stakeholders and the ability to create long-term value (Financial Materiality), in order to achieve a balance between business performance, society, and the environment.

Risk, Opportunity, and Impact Assessment

Risk

  • The transformer and energy industries are highly competitive, with large corporations and foreign companies competing in the market, which may create challenges in maintaining market share and business growth.
  • Economic volatility, competition, investment in new businesses, technological changes, and increasingly stringent regulatory requirements may affect the Company’s ability to create value, maintain financial stability, and sustain long-term business growth if not managed and adapted to appropriately.

Opportunity

The transition to clean energy, advanced technologies, and a low-carbon economy provides opportunities for the Company to expand its business and create long-term value through product and service development, innovative energy solutions, and strategic partnerships. These initiatives help strengthen competitiveness, increase revenue opportunities, and generate positive impacts for stakeholders and society in a sustainable manner.

Financial materiality

+ Supports revenue growth, profitability, and long-term corporate value creation.
+ Enhances competitiveness and business opportunities arising from energy, technology, and innovation markets.
+ Reduces risks associated with reliance on a single business line or product group.
– Economic volatility and intense competition may affect revenue generation and returns on investment.
– Investments or business expansion that are not aligned with market trends may increase cost-related and financial risks.
– More stringent ESG regulations and requirements may increase operating costs in the short term.

Impact materiality

+ Creates employment, develops workforce capabilities, and expands economic opportunities.
+ Supports the sustainable development of energy infrastructure and related industries.
+ Promotes efficient use of energy, technology, and resources in alignment with the SDGs.
– Business expansion may increase resource consumption and environmental impacts if not properly managed.
– Business changes may affect human rights, labor issues, communities, or stakeholders throughout the value chain.
– Failure to meet sustainability expectations may affect trust, reputation, and social acceptance.

Strategy :

  • Innovation-Driven Growth
  • Balanced Growth
  • Integrated ESG Thinking

Management Approach :

  • Drive growth in accordance with the Company’s vision and mission while managing risks to create long-term value and financial stability.
  • Utilize innovation and technology as key mechanisms for enhancing competitiveness and creating new business opportunities.
  • Integrate economic, social, and environmental dimensions into corporate strategy and investment decisions to create positive outcomes for stakeholders, society, and the environment.
  • Monitor and evaluate performance monthly by the Executive Committee and quarterly by the Board of Directors.

Target 1 :

Total revenue from sales and services to grow by at least 10% from the previous year (transformer business only).

Performance :

In 2025, total revenue amounted to THB 1,081.81 million, representing a decrease of 3.79% compared with 2024. The target was not achieved.

Target 2 :

Total revenue from all businesses to grow by at least 20% from the previous year.

Performance :

In 2025, total revenue from all businesses amounted to THB 1,617.60 million, representing an increase of 4.78% compared with 2024. The target was not achieved.

Target 3 :

Consolidated net profit margin of all businesses to be no less than 7%.

Performance :

In 2025, net profit amounted to THB 28.06 million, representing 1.73% of total revenue. The target was not achieved.

Economic Performance

(หน่วย : ล้านบาท)
Financial 2566 2567 2568
Revenue from Sales and Services 1,337.12 1,515.44 1,584.56
Total Revenue 1,360.91 1,542.52 1,617.60
Cost of Sales and Services (1,108.49) (1,197.05) (1,356.00)
Gross Profit 228.62 318.4 228.56
Selling and Service Expenses (167.12) (199.89) (215.97)
Profit Before Interest and Income Tax 84.38 144.48 45.65
Net Profit 66.89 112.69 28.06
Total Comprehensive Income for the Year 66.89 108.11 21.37
Earnings per Share 0.196 0.332 0.085
Dividend per Share 0.20 0.25 0.20*
(341,092,557.00) (341,092,557.00) (341,092,557.00)
Total Assets 1,862.20 1,997.96 2,351.81
Total Liabilities 280.18 373.94 786.77
Shareholders’ Equity 1,582.02 1,624.01 1,565.04

การดำเนินงานที่สำคัญ

QTC Energy

The company specializes in the production and sale of made-to-order transformers, along with providing comprehensive maintenance services by a team of experts available 24 hours a day, to effectively and continuously support the energy needs of the industrial and utility sectors.

QTCGP

QTCGP engages in investment in the generation and distribution of electricity from renewable or clean energy, aiming to support the transition to environmentally friendly energy systems and reduce greenhouse gas emissions in the long term.

Q Solar 1

Q Solar 1 operates a business in the generation and sale of electricity from solar energy. Its performance reflects both the stability of the renewable energy business and the challenges arising from structural and environmental factors.

QTC RE

QTC RE is a comprehensive renewable energy business leader (solar systems, EV chargers, batteries), providing services ranging from residential to government and private sector projects, while driving continuous growth and adhering to sustainability principles to simultaneously support the organization, employees, society, and the environment.

QTC EV

QTC EV operates a comprehensive commercial electric vehicle business (vehicle sales, transportation services, ProCharge charging stations, and station construction), focusing on transitioning the transportation sector toward clean energy to reduce greenhouse gas emissions and support global Sustainable Development Goals (SDGs).

QTC ESS

QTC ESS operates a business as a system provider and integrator of renewable energy technologies, aiming to deliver comprehensive clean energy solutions, drive a low-carbon society, and support sustainability goals (SDG 7 and SDG 13).

Value Distribution to Stakeholders

Item QTC Energy QTCGP, Q Solar 1,
QTC RE , QTC EV ,
QTC ESS
Value Distribution to Shareholders (บาท)
Dividends Paid to Shareholders 85,148,164.25
Dividend per Share 0.25
Investment in Human Capital
Employees 150,850,012.00
Executive Directors, Managing Directors of Subsidiaries, and Company Directors (Executive Directors) 40,944,833.00
Board of Directors (Non-Executive Directors) 10,080,000.00
Investment in Society
Donations and Sponsorships 1,193,515.82 312,090.53
Support for Social Enterprises : SE (Indirect) 0.00 0.00
Expenditures on Community and Environmental Engagement Activities 211,741.71 12,000.00
Support for Dual Vocational Education and Cooperative Education Programs for Workforce Development 2,564,658.00
Support for the Promotion and Improvement of Quality of Life for Persons with Disabilities 481,880.00 0.00
Investment in the Environment
Internal Environmental Management Expenses 489,925.00 115,450.00
Waste Management and Other Related Expenses 316,404.00 0.00
Distribution to Business Partners
Domestic Procurement (Raw Materials) 694,271,292.22 243,517,962.13
Overseas Procurement (Raw Materials) 200,781,472.39 131,685,863.83
Procurement of Equipment and Power Plant Maintenance Services (Domestic) 0.00 75,217,008.05
Procurement of Products from Persons with Disabilities 118,500.00 0.00
Other Economic Value
Finance Costs (Interest Expenses) 3,389,563.27 1,805,703.44
Tax Obligations Payable to the Government from 2025 Operating Results ** 6,156,345.94 7,783,471.18

Tax Transparency

     QTC Energy Public Company Limited and its subsidiaries adhere to tax management under the principles of good corporate governance, accuracy, transparency, and strict compliance with applicable laws and regulations. The Group has established a Tax Policy as a governance framework for tax management and appropriate tax planning.

     The objective of this approach is to strengthen corporate responsibility, reduce legal, regulatory, and governance risks that may affect the financial stability and reputation of the organization, and build confidence among all stakeholder groups, including shareholders, regulatory authorities, business partners, and society as a whole. This reflects the Company’s role in supporting economic stability and the long-term sustainable development of the country.

     Innovation promotion is an important mechanism for driving the sustainable growth of QTC Energy Public Company Limited. It is material in both the dimensions of impacts on the business (Financial Materiality) and impacts on the economy, society, and the environment (Impact Materiality). This reflects both the Company’s ability to create value and maintain long-term competitiveness, while generating positive impacts on the economy, society, and the environment.

     The Company develops innovations in products, energy solutions, and work processes to enhance efficiency, support the transition to clean energy, and strengthen energy security. These efforts are aligned with Sustainable Development Goal (SDG) 7: Affordable and Clean Energy, SDG 9: Industry, Innovation and Infrastructure, and SDG 8: Decent Work and Economic Growth. At the same time, innovation serves as an important tool for improving resource efficiency, reducing waste, and lowering greenhouse gas emissions throughout the value chain, thereby supporting responsible consumption and production (SDG 12) and climate action (SDG 13). Innovation promotion therefore serves as a foundation for risk management, long-term value creation, and sustainable development, while aligning with stakeholder expectations and changes within the energy industry.

Risk, Opportunity, and Impact Assessment

Risk

Uncertainty in returns from investments in innovation and technology. If the development of transformers and energy solutions is unable to respond to changes in market demand, energy policies, and increasing competition, it may affect long-term competitiveness and business value.

Opportunity

Innovation promotion creates opportunities to develop value-added products and solutions, generate new revenue streams, strengthen financial performance, support more efficient energy systems, reduce losses, and facilitate the transition to a low-carbon economy.

Financial materiality

+ Enhance the value-added of transformer products and energy solutions to meet demand for efficiency and clean energy.
+ Create opportunities for new revenue generation, strengthen competitiveness, and enhance long-term business resilience.

– Uncertainty in returns from innovation and R&D investments may affect the cost structure and profitability.
– Rapid technological changes and competition may render products or solutions obsolete.

Impact materiality

+ Improve energy efficiency, reduce losses in power systems, and support the transition to a low-carbon economy.
+ Generate positive environmental and social impacts through clean energy innovations and responsible production processes.
+ Enhance employees’ knowledge and capabilities to support innovation at all levels.
– If innovations do not effectively reduce environmental impacts, they may not align with energy policies and stakeholder expectations.
– Inadequate adaptation of personnel to new technologies may affect employment quality and workforce development.

Strategy :

  • Core Business–Driven Innovation
  • People & Capability Enablement

Management Approach :

  • Align innovation with corporate strategy and core businesses. Innovation development shall support the business direction of QTC Energy in both the transformer and clean energy businesses to enable commercial applications and long-term value creation while avoiding adverse social and environmental impacts and maintaining a balance between business growth and sustainability.
  • Manage innovation risks systematically and with discipline by carefully selecting, prioritizing, and monitoring innovation projects to reduce uncertainties in returns on R&D investments and risks associated with technological obsolescence.
  • Strengthen employee capabilities and foster an innovation-oriented culture by developing skills, knowledge, and attitudes to support technological change, learning, innovation, and cross-functional collaboration.
  • Collaborate with business partners and stakeholders, including suppliers, research institutions, customers, and partners, to increase opportunities for innovation development and expand positive impacts across industry and society.

Target 1 :

At least two process-level research and development projects per year to create opportunities and reduce waste.

Performance :

In 2025, a total of four R&D projects were implemented covering product solutions, production processes, and energy-related initiatives.

Target 2 :

Revenue growth from the commercialization of products developed through research and development exceeding 2% per year.

Performance :

In 2025, revenue from the commercial sale of Smart Transformers increased by 28% compared with 2024.

Target 3 :

Promote individual KAIZEN improvements, with employees in the target group implementing at least four improvement initiatives per person per year.

Performance :

In 2025, Employees in the target group who completed KAIZEN improvements > 4 items per person accounted for 47.83%.
Employees in the target group who completed KAIZEN improvements < 4 items per person accounted for 52.17%.

Innovation Promotion Process within the Organization

Individual-Level Innovation Promotion

     QTC Energy Public Company Limited places importance on fostering innovation from within the organization, particularly by encouraging individual employees to participate in the continuous improvement of work processes through the systematic application of KAIZEN principles. The Company has continuously promoted such activities since 2013 and has refined its approach to align with changing business contexts. Employees are encouraged to begin by improving tasks within their own responsibilities, where they possess the deepest understanding, leading to the development of practical solutions that generate tangible results.

Process Innovation Promotion

     The Company places importance on promoting process innovation as a policy mechanism that supports long-term competitiveness while creating sustainable value for the economy, society, and the environment. Such innovation focuses on enhancing operational efficiency, optimizing resource utilization, and reducing environmental impacts in order to respond to the evolving expectations of customers, business partners, and all stakeholder groups. The Company’s consideration and advancement of process innovation are based on the assessment of risks and opportunities arising from both internal and external factors that are rapidly changing and may affect business continuity and long-term sustainability. The Company has identified three key areas of change that are material to innovation development within the organization