Interim report
Page 1
MC GROUP PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2026 1. GENERAL INFORMATION AND OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES MC Group Public Company Limited (the “Company”) is a public company incorporated and domiciled in Thailand. Its registered address is located at 448, 450, On-Nut Road, Prawet Subdistrict, Prawet District, Bangkok. As at June 30, 2026 and 2025, the Company’s major shareholder is Khun Sunee Seripanu who holds 46.06 % of total shares. The principal businesses of the Company and its subsidiaries, together referred to as the “Group”, are manufacturing and distribution management of clothing and accessories. Details of the subsidiaries as at June 30, are as follows: Subsidiaries Type of business Country of Ownership interest (%) incorporation 2026 2025 Direct subsidiaries Winner Man Co., Ltd. Staff personnel services to the Group Thailand 99.97 99.97 Look Balance Co., Ltd. Holdings company Thailand 99.98 99.98 MC Jeanious Co., Ltd.* Holdings company Thailand 99.99 99.99 *On October 24, 2024, the Annual General Meeting 2024 of Mc Jeanious Co., Ltd. had unanimous resolved to reduce the registered share capital from Baht 16.00 million to Baht 4.00 million by reducing the par value from Baht 100 per share to Baht 25 per share in order to be in line with business operation and return capital to shareholders. The capital reduction does not affect the percentage of investment of the Company. The Company has extensive transactions and relationships with its related parties. Accordingly, the accompanying financial statements may not necessarily be indicative of the conditions that would have existed or the results of operations that would have occurred had the Company operated without such affiliations. 2. BASIS FOR PREPARATION AND PRESENTATION OF THE FINANCIAL STATEMENTS 2.1 The Group maintains its accounting records in Thai Baht and prepares its statutory financial statements in the Thai language in conformity with Thai Financial Reporting Standards and accounting practices generally accepted in Thailand. 2.2 The Group’s financial statements have been prepared in accordance with the Thai Accounting Standard (TAS) No. 1 “Presentation of Financial Statements” and the Regulation of The Stock Exchange of Thailand (SET) dated October 2, 2017, regarding the preparation and submission of financial statements and reports for the financial position and results of operations of the listed companies B.E. 2560 and the Notification of the Department of Business Development regarding “The Brief Particulars in the Financial Statement B.E. 2566”. 2.3 The financial statements have been prepared under the historical cost convention except as disclosed in the material accounting policies (see Note 3).
Page 2
2 2.4 Thai Financial Reporting Standards affecting the presentation and disclosure in the current period financial statements. During the year, the Group has adopted the revised financial reporting standards issued by the Federation of Accounting Professions which are effective for fiscal years beginning on or after January 1, 2025. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, which the changes are to amend the accounting requirements, as follows: - Thai Accounting Standard No.1 “Presentation of Financial Statements”, amends to clarify the classification of liabilities as current or non-current, and to address non-current liabilities with covenants. - Thai Accounting Standard No. 7 “Statement of Cash Flows” and Thai Financial Reporting Standard No. 7 “Financial Instruments: Disclosures”, require entities to disclose information about supplier financing arrangements and its related liquidity risk. - Thai Financial Reporting Standard No. 16 “Leases”, introduces additional requirements for subsequent measurement of sale and leaseback transactions. The adoption of these financial reporting standards does not have any significant impact on the Group’s financial statements. 2.5 Thai Financial Reporting Standards announced in the Royal Gazette but not yet effective The revised TFRSs were announced in the Royal Gazette which will be effective for the financial statements for the period beginning on or after January 1, 2026 onwards. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, which the changes are to amend the accounting requirements, as follows: Amendments to TAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability These amendments are intended to require entities to apply a consistent approach in assessing whether one currency is exchangeable into another currency, by specifying how to assess whether a currency is exchangeable and how to determine the exchange rate in circumstances in which exchangeability is lacking. These amendments are effective for annual reporting periods beginning on or after January 1, 2026 onwards. Early application is permitted. In applying the requirements relating to the lack of exchangeability, an entity shall not restate comparative information retrospectively but shall apply the transition requirements specified in Thai Accounting Standard No. 21. The Group’s management will adopt such TFRS in the preparation of the Group’s financial statements when it becomes effective. The Group’s management is in the process to assess the impact of these TFRSs on the financial statements of the Group in the period of initial application.
Page 3
3 The following TFRS Accounting Standards were announced in the Royal Gazette which will be effective for the financial statements for the period beginning on or after January 1, 2028, onwards. Thai Financial Reporting Standard No.18 “Presentation and Disclosures in Financial Statements” Thai Financial Reporting Standard No.18 (TFRS 18) replaces Thai Accounting Standard No.1 (TAS 1), carrying forward many of the requirements in TAS 1 unchanged and complementing them with new requirements. TFRS 18 introduces new requirements to: - Present specified categories and defined subtotals in the statement of profit or loss - Provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements - Improve aggregation and disaggregation. An entity is required to apply TFRS 18 for annual reporting periods beginning on or after January 1, 2028. Earlier application is permitted. An entity shall apply the transition requirements in TFRS 18, which require retrospective application in accordance with TAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”. The Group’s management anticipate that the application of TFRS 18 may have an impact on the Group’s consolidated financial statements in future periods when it becomes effective. 3. MATERIAL ACCOUNTING POLICIES The English version of the consolidated and separate financial statements have been prepared from the Thai version of the consolidated and separate financial statements prepared by law. In the event of any conflict or different interpretation of the two different languages, the Thai version consolidated and separate financial statements in accordance with the Thai law is superseded. The financial statements have been prepared under the measurement basis of historical cost except as disclosed in the material accounting policies as follows: 3.1 Basis of preparation of consolidation financial statements The consolidated financial statements comprise the Company and its subsidiaries’ financial statements and the Group’s interest in associates and joint ventures.
Page 4
4 Business combinations The Group applies the acquisition method for all business combinations except for the business combination under common control. The Group’s control is achieved when the Group (1) has power over the investee (2) is exposed, or has rights, to variable returns from its involvement with the investee and (3) has the ability to use its power to affect its returns. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Goodwill is measured at the fair value of the consideration transferred including the recognized amount of any non-controlling interest in the acquiree, less the net recognized amount (fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. If the net realized amount (fair value) of identifiable assets acquired and liability assumed is higher than the fair value of the consideration transfer, the Group will recognize the surplus as gain in statement of profit or loss and other comprehensive income. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and owners’ equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in the business combination. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognized as other expenses. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably. The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree or measures using the fair value. Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other professional and consulting fees are recognized as expenses when incur. Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are recognized at the carrying amounts recognized previously in the Group controlling shareholder’s consolidated financial statements. Surplus arising from business combination under common control represents the difference between the cost of the combination and the carrying amounts of net identifiable assets at the date of combination. The difference arising from common control transactions is recognized under shareholders’ equity until disposal of the investment.
Page 5
5 Transactions eliminated on consolidated financial statements Significant intra-group balances and transactions have been eliminated in the preparation of the consolidated financial statements. The consolidated financial statements for the years ended June 30, 2026 and 2025 were prepared by using the financial statements of its subsidiaries, associates and joint ventures as of the same date. 3.2 Foreign currencies Transactions in foreign currencies Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognized as profit or loss in statement of profit or loss and other comprehensive income. Non-monetary assets and liabilities measured at historical cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities for which settlement is neither planned nor likely to occur in a foreseeable future is treated as part of net investment in the foreign operation of the Group. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation shall be recognized in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate. In the financial statements that include the foreign operation and the reporting entity (e.g. consolidated financial statements when the foreign operation is a subsidiary), such exchange differences shall be recognized initially in other comprehensive income and reclassified from equity to profit or loss on a disposal of the net investment. 3.3 Cash and cash equivalents Cash and cash equivalents comprise of cash balances, all deposits at banks with the original maturities of three months or less and highly liquid short-term investments, excluding cash at banks used as collateral.
Page 6
6 3.4 Trade and other current receivables Trade receivables and other receivables are stated at their invoice value less allowance for expected credit losses. The allowance for expected credit losses has disclosed in Note 3.7. 3.5 Inventories Finished goods and work in process are valued at the lower of cost under the weighted average method and net realizable value. The cost of inventories is measured using standard cost method, which approximates actual cost and includes production costs and attributable factory overheads. Raw materials are valued at the lower of average cost or net realizable value and are charged to production costs whenever consumed. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. 3.6 Investments in subsidiaries, associates and joint ventures Investments in subsidiaries, associates and joint ventures in the separate financial statements of the Company are accounted for using the cost method. Investments in associates and joint ventures in the consolidated financial statements are accounted for using the equity method. An associate is an entity which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Under the equity method, an investment in a joint venture is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the joint venture. When the Group’s share of losses of a joint venture equals or exceeds the Group’s interest in that joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint venture), the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
Page 7
7 An investment in a joint venture is accounted for using the equity method from the date on which the investee becomes a joint venture. On acquisition of the investment in a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment is recognized immediately as profit or loss in the statement of profit or loss and other comprehensive income in the period in which the investment is acquired. The Group discontinues the use of the equity method from the date when the investment ceases to be a joint venture, or when the investment is classified as held-for-sale. The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. No re-measurement upon such changes in ownership interests is required. When the Group reduces its ownership interest in a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss for the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest in the statement of profit or loss and other comprehensive income if that gain or loss would be reclassified to profit or loss upon the disposal of the related assets or liabilities. When the Group transacts with a joint venture, profits and losses resulting from such transactions are recognized in the Group’s consolidated financial statements only to the extent of interests in the joint venture that are not related to the Group. 3.7 Financial instruments Financial assets and financial liabilities are recognized in the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Page 8
8 Financial assets All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. All recognized financial assets are measured subsequently in their entirely at either amortized cost or fair value, depending on the classification of the financial assets. Classification of financial assets Debt instruments that meet the following conditions are measured subsequently at amortized cost; ● The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI); ● The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and ● The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL). Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset. The Group may irrevocable elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met (see (2) below). (i) Amortized cost and effective interest method The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. Interest income is recognized in profit or loss and is included in the “finance income” line item.
Page 9
9 (ii) Equity instruments designated as at FVTOCI On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings. Dividends on these investments in equity instruments are recognized in profit or loss in accordance with TFRS 9, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in the “finance income” line item in profit or loss. The Group designated all investments in equity instruments that are not held for trading as at FVTOCI on initial application of TFRS 9. A financial asset is held for trading if; ● It has been acquired principally for the purpose of selling it in the near term; or ● On initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short-term profit-taking; or ● It is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument). (iii) Financial assets at FVTPL Investments in equity instruments are classified as at FVTPL, unless the Group designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent.
Page 10
10 Foreign exchange gains and losses The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. ● For financial assets measured at FVTPL cost that are not part of a designated hedging relationship, exchange differences are recognized in profit or loss. ● For equity instruments measured at FVTOCI, exchange differences are recognized in other comprehensive income. Impairment of financial assets The Group recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost, trade receivables and contract assets. The amount of expected credit losses is updated at each reporting period date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognizes lifetime ECL for trade receivables and contract assets. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For all other financial instruments, the Group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. Write-off policy of financial assets The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over 2 years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking
Page 11
11 into account legal advice where appropriate. Any recoveries made are recognized in profit or loss.
Page 12
12 Measurement and recognition of expected credit losses The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information. As for the exposure at default, for financial assets, this is represented by the asset’s gross carrying amount at the reporting date, the exposure includes the amount drawn down as at the reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based on historical trend, the Group’s understanding of the specific future financing needs of the debtors, and other relevant forward-looking information. For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. Financial liabilities All financial liabilities are measured subsequently at amortized cost using the effective interest method or at FVTPL. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. The Group derecognizes financial liabilities, only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss. 3.8 Property, plant and equipment Recognition and measurement Property is measured at cost less allowance for impairment losses, if any. Plant and equipment are measured at cost less accumulated depreciation and allowance for impairment losses, if any. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labor, and any other costs directly attributable to bringing the assets to a working condition for their intended use. The cost also includes the costs of dismantling, removing the items and restoring the site on which they are located and capitalized borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.
Page 13
13 When parts of an item of property, plant and equipment have different useful lives, they are accounted for separately by major components. Gains or losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net as profit or loss in the statement of profit or loss and other comprehensive income. Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized as an expense in statement of profit or loss and other comprehensive income as incurred. Depreciation Depreciation is calculated based on the depreciable amount of plant and equipment, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is charged as an expense to the statement of profit or loss and other comprehensive income on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. The estimated useful lives are as follows: Land improvement 5 to 20 years Building 20 years Building and leasehold improvement 3 to 20 years Machinery 5 years Tools and equipment factory 5 to 10 years Fixtures and office equipment 3 to 15 years Vehicles 5 to 10 years The Group does not charge depreciation for land and assets under installation and construction. Depreciation methods, useful lives and residual values are reviewed at the least of each financial year-end and adjusted if appropriate.
Page 14
14 3.9 Intangible assets Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and allowance for impairment losses, if any. Amortization Amortization is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortization is recognized as an expense in the statement of profit or loss and other comprehensive income on a straight-line basis over the estimated useful lives of intangible asset, other than goodwill, from the date that they are available for use. The estimated useful lives are as follows: Computer software 3 to 15 years Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. 3.10 Impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amounts are estimated. For goodwill, the recoverable amount is estimated each year at the same time. An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized as an expense in the statement of profit or loss and other comprehensive income unless it reverses a previous revaluation credited to shareholders’ equity and it subsequently impairs in which case it is charged to statement of profit or loss and other comprehensive income. Calculation of recoverable amount The recoverable amount of a non-financial asset is the higher of the asset’s value in use or fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Page 15
15 Reversals of impairment An impairment loss in respect of goodwill is not reversed. An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognized as an expense in the statement of profit or loss and other comprehensive income. Impairment losses recognized in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications of impairment the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, as if no impairment loss had been recognized. 3.11 Provision Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 3.12 Employee benefits Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity (provident fund) and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in the statement of profit or loss and other comprehensive income in the periods during which services are rendered by employees. Defined benefit plans The Group has obligations in respect of the severance payments it must make to employees upon retirement under labour law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan. The Group calculates obligation under the defined benefit plans is determined by a professionally qualified independent actuary based on actuarial techniques, using the Projected Unit Credit Method. Actuarial gains or losses arising from defined benefit plans in other comprehensive income. Past service cost related to the plan amendment is recognized as an expense or income in the statement of profit or loss when the plan amendment is effective.
Page 16
16 Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted cash flow basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. 3.13 Revenue recognition Sales of goods Revenue from sale of goods is recognized at the point in time when control of the goods is transferred to the customer, generally on delivery of the goods. Revenue from sale is measured at the amount of the consideration received or receivable, excluding value-added tax, of goods supplied after deducting the estimation of returns and discounts. When a contract provided a customer with a right to exchange the goods, the Company recognizes the amount ultimately expected they will be returned from customers as a refund liability which presented as a part of “Contract liabilities” in the statement of financial position and recognizes the right to receive the goods expected to be returned by customers as goods expected to be returned which presented as a part of “Inventories” in the statement of financial position. The asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods, including any potential decreases in the value of the returned goods. Service income Service income is recognized in the amount to which the Company has a right to invoice as it corresponds directly with the value to the customer. Dividends received Dividends received are recognized as income when the right to receive the dividends is established. Finance income Finance income is recognized using the effective interest method. Other income Other income is recognized on an accrual basis. 3.14 Expense recognition Expenses are recognized on an accrual basis.
Page 17
17 3.15 Finance costs Finance costs comprise interest expense on borrowings and contingent consideration. 3.16 Lease The Group as a lessee The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lease, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (which includes tablets, personal computers, small items of office furniture and telephones). For these leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leases assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: ● Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable; ● Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; ● The amount expected to be payable by the lessee under residual value guarantees; ● The exercise price of purchase options, if the lease is reasonably certain to exercise the options; and ● Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is presented as a separate line in the consolidated and separate statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
Page 18
18 The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: ● The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. ● The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The Group did not make any such adjustments during the years presented. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. Whenever the Group incurs an obligation for costs to dismantle and remove an underlying asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized and measured under TAS 37 - Provisions, Contingent Liabilities and Contingent Assets. To the extent that the costs relate to a right-of-use asset, the costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-use asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the right-of-use asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated and separate statement of financial position. The Group applies TAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the “Property, plant and equipment” policy.
Page 19
19 Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognized as expenses in the period in which the event or condition that triggers those payments occurs and are included in the line “Administrative expenses” in profit or loss. As a practical expedient, TFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For a contracts that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. 3.17 Income tax expense Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognized as income or expense in the statement of profit or loss and other comprehensive income except to the extent that they relate to a business combination, or items recognized directly in shareholders’ equity or other comprehensive income. Current tax is the expected tax payable or receivable derived from a computation of profit or loss using tax rates enacted and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction in the consolidated financial statement that is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries and jointly-controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period when such a determination is made.
Page 20
20 Deferred tax assets and liabilities are offset when they relate to income tax levied by the same taxation authority and the Company and its subsidiaries intend to settle its current tax assets and liabilities on a net basis. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized. The Company recognizes deferred tax liabilities for all taxable temporary differences in the consolidated and separate financial statements. 3.18 Earnings per share The calculations of basic earnings per share for the year are based on the profit for the year attributable to equity holders divided by the weighted-average number of ordinary shares held by outsiders outstanding during the year. The calculations of diluted earnings per share for the year are based on the weighted-average number of ordinary shares on the assumption that all dilutive potential ordinary shares have been converted to ordinary shares. 3.19 Fair value measurements Fair value is the price that would be received from selling an asset or paid to transfer a liability in an ordinary transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability as market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis. In addition, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement, which are as follows: - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. - Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. - Level 3 inputs are unobservable inputs for the asset or liability.
Page 21
21 3.20 Accounting estimates and source of estimation uncertainty (1) Use of management’s judgments in applying accounting policies The preparation of financial statements in conformity with TFRSs requires the Group’s management to exercise various judgments in order to determine the accounting policies, estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Although these estimates are based on management’s reasonable consideration of current events, actual results may differ from these estimates. Critical judgments in applying accounting policies are as follows: Reclassification of investment in a joint venture The management of the subsidiary determined whether the subsidiary has joint control over the investee company by considering proportion of voting rights and other relevant conditions as specified in the shareholder agreement. The subsidiary is to classify investment the investee company as investment in a joint venture when the subsidiary and the other shareholders have joint control over this company, whereby shareholders of one party are not entitled to direct significant activities of the investee company without the consent from shareholders of the other party. Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred to the Group, taking into consideration terms and conditions of the arrangement. Deferred tax assets Deferred tax assets are recognized for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of estimate future taxable profits. Property, plant and equipment and depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the plant and equipment and to review estimate useful lives and residual values when there are any changes.
Page 22
22 In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review. Employee benefit obligations The present value of the employee benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions, including the discount rate. Any changes in these assumptions will have an impact on the carrying amount of such obligations. The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the employee benefit obligations. In determining the appropriate discount rate, the Group considers the market yield of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related obligations. Additional information is disclosed in Note 18 to the financial statements. Past service cost related to the plan amendment is recognized as an expense in the statement of comprehensive income when the plan amendment is effective. Contract liabilities Major of contract liabilities is liabilities from obligation to customers with respect to exchange of goods after sales to customers. The management is required to use judgment regarding experience of the goods exchange which the amount is variable based on sales volume of each period. Moreover, contract liabilities are consist of marketing support that the Company expected to have obligation under contracts to local credit customers. The management estimates from the past experience and related information of marketing promotion. (2) Key sources of estimation uncertainty Calculation of expected credit loss When measuring expected credit losses, the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers. Percentage of loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and those
Page 23
23 that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
Page 24
24 Probability of default constitutes a key input in measuring ECL. Probability of defaults is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions. Reduce cost to net realizable value of inventories In determining a reduce cost to net realizable value of inventories, the management needs to make judgement in estimating the losses that will be incurred on the sale of the inventories, taking into account net realizable value, aging profile of outstanding inventories, the stock-keeping conditions and business situation, etc. Impairment of investments The Company and its subsidiaries treat investments as impaired when there has been a significant or prolonged decline in the fair value or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgment of the management. 4. RELATED PERSON OR PARTIES TRANSACTIONS Related person or parties of the Company are defined as persons or entities that control the Company or are controlled by the Company, whether directly or indirectly or are under the same control as the Company including holding companies. In addition, related person or parties also include individuals owning an interest in the voting shares of the Company, directly or indirectly, and have significant influence over the Company, key management personnel, directors or officers of the Company. This also applies to the close members of the family of such individuals and companies associated with these individuals. In considering each possible related person or parties relationship, attention is directed to the substance of the relationship, over the legal form. Transactions with related person or parties are conducted at market prices or, where no market price exists, at contractually agreed prices.
Page 25
25 The relationship between the Company and the related parties which had significant business transactions for the years ended June 30, 2026 and 2025 are as follows: Country of Name of related parties incorporation Nature of relationships Mc Jeans Manufacturing Co., Ltd. Thailand Subsidiary Winner Man Co., Ltd. Thailand Subsidiary WoWme Limited Thailand Subsidiary Look Balance Co., Ltd. Thailand Subsidiary MC Jeanious Co., Ltd. Thailand Subsidiary TOP T 2015 Co., Ltd. Thailand Joint venture (held by a subsidiary) Mcmillion (Thailand) Co., Ltd. Thailand Joint venture (held by a subsidiary) Millenium (1975) Co., Ltd. Thailand Common major shareholders and directors S.S.Challenge Co., Ltd. Thailand Common major shareholders Vulcan X Co., Ltd. Thailand Common directors with the Company Vulcan Coalition Co., Ltd. Thailand Common directors with the Company Sataporn Co., Ltd. Thailand Shareholder and director is family member of the Company’s director Techforge Global Co., Ltd. Thailand Common directors and shareholder with a joint venture Head One Hundred Co., Ltd.* Thailand The executive’s close relatives are directors and shareholders Bangkok FC Management Co., Ltd. * Thailand The executive’s close relatives are directors and shareholders Mad Motion Co., Ltd. * Thailand The executive’s close relatives are directors and shareholders Director and key management of - Management personnel the Company * The executive resigned on July 1, 2025. The pricing policies for particular types of transactions are explained further below: Transactions Pricing policies Revenue from sales Contractual price Rendering of services Contractual price Purchase of goods / raw materials / services Contractual price Sale / purchase of property, plant and equipment Contractual price Purchase of intangible assets Agreed price Commission expenses Agreed price Finance income / finance costs Effective interest rate Rental and service fee Contractual price Dividend received / paid As declared
Page 26
26 During the years ended June 30, the Company and its subsidiaries had significant business transactions with related personnel or parties. Such transactions arise in the ordinary course of business and are concluded on commercial terms and bases agreed upon between the Company and those related personnel or parties are summarized below: Unit: Thousand Baht Consolidated financial statements Separate financial statements 2026 2025 2026 2025 Transactions with subsidiaries (Eliminated from the consolidated financial statements) Revenue from rendering of services 1,314 1,336 Dividend income 24,993 45,708 Other income 327 512 Finance income 72 767 Other expenses 2,803 2,400 Commission expenses 96,319 98,163 Finance costs 2,880 3,812 Personnel service expenses 403,050 389,179 Transactions with personnel and related parties Purchase of goods 964 964 Other expenses 17,663 15,121 17,089 14,548 Transactions with key management personnel Key management personnel compensation Short-term benefits 68,089 46,901 68,089 46,901 Post-employment benefits 1,138 1,138 1,138 1,138 Total key management personnel compensation 69,227 48,039 69,227 48,039 The balances of the accounts as at June 30 between the Company and those related person or parties are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Trade and other current receivables (see Note 6) Subsidiaries (Eliminated from the consolidated financial statements) - - 17 31 Related companies - 849 - 849 Total trade and other current receivables - 849 17 880 Other non-current assets Related companies 1,479 1,366 1,465 1,352 Trade and other current payables (see Note 15) Subsidiaries (Eliminated from the consolidated financial statements) - - 47,384 56,977 Related companies 43 1,064 7 860 Total trade and other current payables 43 1,064 47,391 57,837 Short-term borrowings from related parties Subsidiaries (Eliminated from the consolidated financial statements) - - 82,831 76,087
Page 27
27 Short-term loans to related parties The balance of short-term loans to related parties as at June 30, and the movement for the year then ended, are as follows: Unit: Thousand Baht As at June 30, 2026 Consolidated financial statements Balance as at (Allowance Balance - net Balance as at Interest rate July 1, for expected as at July 1, June 30, Borrower (% per annum) 2025 credit losses) 2025 Increase (Decrease) 2026 Joint venture McMillion (Thailand) Co., Ltd. 3.52 - 3.97 405 (405) - 80 (80) - 405 (405) - 80 (80) - Unit: Thousand Baht As at June 30, 2025 Consolidated financial statements Balance as at (Allowance for Balance - net Balance as at Interest rate July 1, expected credit as at July 1, June 30, Borrower (% per annum) 2024 losses) 2024 2025 Joint venture McMillion (Thailand) Co., Ltd. 3.97 - 4.27 405 (405) - - 405 (405) - - Unit: Thousand Baht As at June 30, 2026 Separate financial statements Balance as at Balance as at Interest rate July 1, June 30, Borrower (% per annum) 2025 Increase (Decrease) 2026 Subsidiary Winner Man Co., Ltd. 3.52 - 3.97 - 144,296 (144,296) - - 144,296 (144,296) - Unit: Thousand Baht As at June 30, 2025 Separate financial statements Balance as at Balance as at Interest rate July 1, (Loss on debt June 30, Borrower (% per annum) 2024 Increase (Decrease) forgiveness) 2025 Subsidiaries Mc Jeans Manufacturing Co., Ltd. 4.02 - 4.27 1,750 - - (1,750) - Winner Man Co., Ltd. 3.97 - 4.27 - 124,821 (124,821) - - 1,750 124,821 (124,821) (1,750) - Short-term loans to related parties are unsecured loans and repayable at call.
Page 28
28 Short-term borrowings from related parties The balance of short-term borrowings from related parties as at June 30, and the movement of short-term borrowings from related parties for the year then ended, are as follows: Unit: Thousand Baht As at June 30, 2026 Separate financial statements Balance as at Balance as at Interest rate July 1, June 30, Lender (% per annum) 2025 Increase (Decrease) 2026 Subsidiaries Winner Man Co., Ltd. 3.52 - 3.97 28 56,291 150,295) ,524 Look Balance Co., Ltd. 3.52 - 3.97 1,559 ,000 1,252) 2,307 Mc Jeanious Co., Ltd. 3.52 - 3.97 ,000 ,000 6,087 58,291 151,547) 2,831 Unit: Thousand Baht As at June 30, 2025 Separate financial statements Balance as at Balance as at Interest rate July 1, June 30, Lender (% per annum) 2024 Increase (Decrease) 2025 Subsidiaries Winner Man Co., Ltd. 3.97 - 4.27 2,349 13,000 124,821) 28 WoWme Limited 3.97 - 4.27 9,739 19,739) Look Balance Co., Ltd. 3.97 - 4.27 2,948 4,067 25,456) 1,559 Mc Jeanious Co., Ltd. 3.97 - 4.27 0,000 16,000) ,000 25,036 37,067 186,016) 6,087 Short-term borrowings from related parties are unsecured borrowings and repayable at call. Significant agreements with related person or parties Warehouse rental and services agreements For the years ended June 30, 2026 and 2025, the Company entered into warehouse rental and service agreements with a related company with 5 agreements and 4 agreements, respectively, with rental and service rates as agreed in the contracts. The term of this agreement is for a period of 3 years and is renewable for a further 3 years (2 times) upon agreement of both parties in writing. Under this agreement, only the lessor has the right to terminate this warehouse agreement before the end of the rental term. In case the warehouse rental agreement is terminated, the service agreement will be terminated also. Office buildings rental and services agreements The Company has entered into office buildings rental and service agreements with related parties at the rental and service rate as agreed in the period of contracts.
Page 29
29 Personnel service agreement The Company has entered into personnel service agreement with a subsidiary whereby such subsidiary has agreed to provide staffs to the Company to work for sale personnel and warehouse personnel in the agreed rates as specified in the agreement. Management service agreements The Company has entered into management services agreements with related companies whereby the Company will provide service relating to accounting and taxation, financial, purchasing services, etc. at the service rate as agreed in the period of contracts. Subsequently, the Company made the amendment to the management services agreements with a subsidiary whereby the subsidiary will provide service relating to system platform, selling products on a platform, marketing and customer relations. In consideration thereof, charged the monthly service fee in the certain rate of net sale amount, as agreed in the period of contracts. 5. ADDITIONAL CASH FLOW INFORMATION 5.1 Cash and cash equivalents Cash and cash equivalents as at June 30, are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Cash on hand 3,114 3,355 2,944 3,185 Cash at banks - Current accounts 373,833 492,310 365,107 485,056 Total 376,947 495,665 368,051 488,241 5.2 Non-cash transactions of property, plant and equipment and intangible assets for the years ended June 30, are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Payables-assets acquisition brought forward 813 64 815 65 Add Purchases of property, plant and equipment 124,048 35,625 123,818 35,625 Add Purchases of intangible assets 3,350 1,551 3,350 1,091 Less Cash paid for acquisition of property, plant and equipment (123,587) (34,876) (123,358) (34,875) Less Cash paid for acquisition of intangible assets (3,350) (1,551) (3,350) (1,091) Payables-assets acquisition carried forward 1,274 813 1,275 815
Page 30
30
Page 31
31 5.3 Movements of interest-bearing liabilities arising from financing activities. Movements of interest-bearing liabilities arising from financing activities for the years ended June 30, are as follows: Unit : Thousand Baht Consolidated financial statements/ Separate financial statements 2026 2025 Lease liabilities as at July 1, ,142,399 ,238,241 Non-cash flows items Addition 88,730 40,074 Finance costs 3,840 8,706 Reduction of lease fee 2,962) 2,662) Debts that were due but not yet paid 211,024) 215,869) Total non-cash flows items 18,584 0,249 Cash flows item Repayments 162,368) 156,091) Total cash flows items 162,368) 156,091) Lease liabilities as at June 30, ,198,615 ,142,399 The Company does not have non-cash transactions that related to short-term borrowings from financial institutions during the years ended June 30, 2026 and 2025.
Page 32
32 6. TRADE AND OTHER CURRENT RECEIVABLES Trade and other current receivables as at June 30, are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Trade receivables - related parties (see Note 4) Aged on the basis of due dates Past due Less than 3 months 49 49 Total trade receivables - related parties 49 49 Trade receivables - other parties Aged on the basis of due dates Not yet due 20,417 27,260 20,415 27,252 Past due Less than 3 months 5,606 4,216 5,556 4,151 3 - 6 months 92 92 6 - 12 months ,264 ,264 Over 12 months 54 42 54 42 Total 48,633 62,118 48,581 62,045 Less Allowance for expected credit losses 2,703) 994) 2,703) 994) Total trade receivables - other parties - net 45,930 61,124 45,878 61,051 Total trade receivables - net 45,930 61,973 45,878 61,900 Other receivables Other receivables - other parties 24 ,040 18 ,040 Less Allowance for expected credit losses 151) 2,677) 151) 2,677) Total other receivables - other parties - net 73 63 67 63 Other receivables - related parties (see Note 4) 7 1 Revenue Department receivable ,252 1,559 3,345 Interest receivables ,224 ,362 ,224 ,362 Prepaid expenses - other parties 5,514 9,602 5,109 8,820 Accrued income 4 4 Advance payment 44 ,391 44 ,391 Total other receivables - net 3,021 5,277 7,375 6,312 Total trade and other current receivables - net 78,951 07,250 73,253 98,212 The following table shows the movement in lifetime ECL that has been recognized for trade receivables in accordance with the simplified approach set out in TFRS 9 for the years ended June 30, are as follows: Unit : Thousand Baht Consolidated financial statements/ Separate financial statements 2026 2025 Balance as at July 1, 3,671) 5,150) Net remeasurement of loss allowance 17 ,479 Balance as at June 30, 2,854) 3,671)
Page 33
33 7. INVENTORIES Inventories as at June 30, were as follows: Unit: Thousand Baht Consolidated financial statements Allowance of diminution in value to Cost net realizable value Inventories - net 2026 2025 2026 2025 2026 2025 Finished goods 1,024,101 1,053,698 (59,096) (50,478) 965,005 1,003,220 Work in process 46,261 40,703 - - 46,261 40,703 Raw materials 46,400 58,860 (11,554) (9,291) 34,846 49,569 Goods in transit 7,201 15,579 - - 7,201 15,579 Total 1,123,963 1,168,840 (70,650) (59,769) 1,053,313 1,109,071 Unit: Thousand Baht Separate financial statements Allowance of diminution in value to Cost net realizable value Inventories - net 2026 2025 2026 2025 2026 2025 Finished goods 1,068,652 1,136,010 (90,059) (79,361) 978,593 1,056,649 Work in process 46,261 40,703 - - 46,261 40,703 Raw materials 43,971 56,505 (11,554) (9,292) 32,417 47,213 Goods in transit 7,201 15,579 - - 7,201 15,579 Total 1,166,085 1,248,797 (101,613) (88,653) 1,064,472 1,160,144 Allowance of diminution in value to net realizable value which were recognized as expenses and included in the cost of sales for the years ended June 30, consisted of the following: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Record of allowance for diminution in value of inventories during the years 0,881 6,641 2,960 ,140 0,881 6,641 2,960 ,140 As at June 30, 2026 and 2025, finished goods in consolidated and separate financial statements composted of inventories which the Company expected to be returned amounting of Baht 19.36 million and Baht 19.55 million, respectively. The right to returned goods asset represents the Group’s right to recover products from customers where customers exercise their right of return under the Group’s policy. The Group uses its accumulated historical experience to estimate the number of returns on a portfolio level using the expected value method.
Page 34
34 8. OTHER CURRENT FINANCIAL ASSETS Other current financial assets as at June 30, are as follows: Unit: Thousand Baht Consolidated financial statements / Separate financial statements 2026 2025 Fixed deposits at financial institutions 316,680 310,791 Financial assets measured at fair value through profit or loss - Unit trusts held for trading 1,283,713 1,172,758 - Investment in equity instruments 6,011 4,719 Total 1,606,404 1,488,268 Movements during the years ended June 30, of other current financial assets are as follows: Unit: Thousand Baht Consolidated financial statements / Separate financial statement As at June 30, 2026 Balance Balance as at as at July 1, Valuation June 30, 2025 Purchases Sales adjustments 2026 Fixed deposits at financial institutions 310,791 316,965 (311,076) - 316,680 Unit trusts held for trading 1,172,758 799,177 (699,177) 10,955 1,283,713 Investment in equity instruments 4,719 531 (18) 779 6,011 Total 1,488,268 1,116,673 (1,010,271) 11,734 1,606,404 Unit: Thousand Baht Consolidated financial statements / Separate financial statement As at June 30, 2025 Balance Balance as at as at July 1, Valuation June 30, 2024 Purchases Sales adjustments 2025 Fixed deposits at financial institutions 404,651 314,823 (408,683) - 310,791 Unit trusts held for trading 888,046 845,750 (595,750) 34,712 1,172,758 Investment in equity instruments 9,314 2,918 (5,257) (2,256) 4,719 Total 1,302,011 1,163,491 (1,009,690) 32,456 1,488,268
Page 35
35 9. OTHER NON-CURRENT FINANCIAL ASSETS Other non-current financial assets as at June 30, are as follows: Unit: Thousand Baht Consolidated financial statements / Separate financial statements 2026 2025 Financial assets measured at fair value through other comprehensive income - Unit trusts held until maturity 79,906 57,771 - Investment in equity instruments 45,831 39,152 Total 125,737 96,923 Movements during the years ended June 30, of other non-current financial assets are as follows: Unit: Thousand Baht Consolidated financial statements / Separate financial statement As at June 30, 2026 Balance Gain on Balance as at measuring Exchange as at July 1, financial rate June 30, 2025 Purchases Sales assets adjustments 2026 Unit trusts held until maturity 57,771 9,792 - 11,461 882 79,906 Investment in equity instruments 39,152 1,196 (1,945) 7,428 - 45,831 Total 96,923 10,988 (1,945) 18,889 882 125,737 Unit: Thousand Baht Consolidated financial statements / Separate financial statement As at June 30, 2025 Balance Gain (Loss) on Balance as at measuring Exchange as at July 1, financial rate June 30, 2024 Purchases Sales assets adjustments 2025 Unit trusts held until maturity 53,411 14,932 (6,400) 1,982 (6,154) 57,771 Investment in equity instruments 52,639 7,212 (1,184) (19,515) - 39,152 Total 106,050 22,144 (7,584) (17,533) (6,154) 96,923
Page 36
- 33 - 10 . INVESTMENTS IN SUBSIDIARIES Details of investments in subsidiaries as presented in the separate financial statements as at June 30, are as follows: Unit: Thousand Baht Separate financial statements Dividend received Investments for the years ended Company Paid-up capital percentage Investment - cost June 30, 2026 2025 2026 2025 2026 2025 2026 2025 (%) (%) Winner Man Co., Ltd. 1,000 1,000 99.97 99.97 1,000 1,000 24,993 35,389 WoWme Limited* - - - - - - - 3,999 Look Balance Co., Ltd. 213,000 213,000 99.98 99.98 212,957 212,957 - - MC Jeanious Co., Ltd.** 4,000 4,000 99.99 99.99 4,000 4,000 - 6,320 Total investments in subsidiaries 217,957 217,957 24,993 45,708 Less Allowance for impairment loss (200,000) (200,000) - - Investments in subsidiaries - net 17,957 17,957 24,993 45,708 *On December 17, 2024, the Meeting of Extra Ordinary General of the Shareholders No. 1/2024 of WoWme Limited approved the dissolution of the business. The Company registered its dissolution with the Department of Business Development, Ministry of Commerce of December 23, 2024. Therefore, the Company has changed the basis for the preparation of the financial statements for the period from July 1, 2024 to December 23, 2024 from a going concern basis to a net realizable value basis and on March 31, 2025, WoWme Limited has repaid shareholders in proportion to their shareholding by Baht 4.75 million. WoWme Limited completed its liquidation registration on June 5, 2025. **On October 24, 2024, the Annual General Meeting 2024 of Mc Jeanious Co., Ltd. had unanimous resolved to reduce the registered share capital from Baht 16.00 million to Baht 4.00 million by reducing the par value from Baht 100 per share to Baht 25 per share in order to be in line with business operation and return capital to shareholders. The capital reduction does not affect the percentage of investment of the Company.
Page 37
- 34 - 11. INVESTMENT IN JOINT VENTURES 11.1 Details of joint ventures Investments in joint ventures represent investment in entities which are jointly controlled by the subsidiary and other companies. Details of these investments as at June 30, are as follow: Unit: Thousand Baht Consolidated financial statements Nature Country of Issued and paid-up Percentage of Carrying amounts based on Joint ventures of business incorporation share capital investment Cost the equity method 2026 2025 2026 2025 2026 2025 2026 2025 (%) (%) TOP T 2015 Trading Thailand 1,875 1,875 51.00 51.00 956 956 10,548 10,528 Co., Ltd. McMillion Service and (Thailand) warehouse Co., Ltd. management Thailand 5,000 5,000 45.00 45.00 11,250 11,250 7,098 7,098 12,206 12,206 17,646 17,626 Less Allowance for impairment (7,098) (7,098) Total investments in joint ventures - net 10,548 10,528 The investments in Top T 2015 Co., Ltd. and McMillion (Thailand) Co., Ltd. are treated as investments in joint venture since this company is jointly controlled by the subsidiary and another shareholder. On June 27, 2024, at the Extraordinary General Meeting of Shareholders No. 1/2024 of McMillion (Thailand) Co., Ltd. approved the dissolution of the business. McMillion (Thailand) Co., Ltd. registered its dissolution with the Department of Business Development Ministry of Commerce on June 28, 2024. The Group recorded loss from the impairment of investment in joint ventures by Baht 7.10 million since 2024. 11.2 Details of investments in joint ventures Share of gain and dividend received from investments in joint ventures for the years ended June 30, are as follows: Unit: Thousand Baht Consolidated financial statements Share of gain from Dividend received investments 2026 2025 2026 2025 TOP T 2015 Co., Ltd. 0 59 - - 0 59 - - During the years ended June 30, 2026 and 2025, the subsidiary did not recognized its share of other comprehensive income from investments in joint ventures.
Page 38
- 35 - 12. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as at June 30, were as follows: Unit: Thousand Baht As at June 30, 2026 Consolidated financial statements Balance Additions Disposals/ Transfer Balance as at Write off in / (out) as at July 1, June 30, 2025 2026 Cost Land 253,470 - - - 253,470 Land improvement 19,588 - - - 19,588 Building 411,786 - - - 411,786 Building and leasehold improvement 450,259 856 (36,063) 54,266 469,318 Machinery 175,648 394 (4,366) - 171,676 Tools and factory equipment 38,572 194 (717) 969 39,018 Fixture and office equipment 392,203 13,393 (21,274) 14,699 399,021 Vehicle 95,622 11,373 (9,175) - 97,820 Total cost 1,837,148 26,210 (71,595) 69,934 1,861,697 Accumulated depreciation Land improvement (6,937) (1,152) - - (8,089) Building (200,119) (13,015) - - (213,134) Building and leasehold improvement (401,670) (33,829) 34,787 - (400,712) Machinery (172,622) (186) 4,366 - (168,442) Tools and factory equipment (37,298) (334) 717 - (36,915) Fixture and office equipment (314,441) (32,180) 21,203 - (325,418) Vehicle (71,929) (5,885) 9,175 - (68,639) Total accumulated depreciation (1,205,016) (86,581) 70,248 - (1,221,349) Property, plant and equipment - net 632,132 640,348 Assets under installation and construction 646 97,838 - (69,934) 28,550 Total property, plant and equipment 632,778 668,898
Page 39
- 36 - Unit: Thousand Baht As at June 30, 2025 Consolidated financial statements Balance Additions Disposals/ Transfer Balance as at Write off in / (out) as at July 1, June 30, 2024 2025 Cost Land 253,470 - - - 253,470 Land improvement 19,588 - - - 19,588 Building 408,195 - - 3,591 411,786 Building and leasehold improvement 470,683 1,150 (33,795) 12,221 450,259 Machinery 175,429 219 - - 175,648 Tools and factory equipment 37,631 801 (4) 144 38,572 Fixture and office equipment 378,699 10,763 (1,424) 4,165 392,203 Vehicle 101,970 5,889 (12,237) - 95,622 Total cost 1,845,665 18,822 (47,460) 20,121 1,837,148 Accumulated depreciation Land improvement (5,784) (1,153) - - (6,937) Building (187,088) (13,031) - - (200,119) Building and leasehold improvement (397,788) (35,011) 31,129 - (401,670) Machinery (172,495) (127) - - (172,622) Tools and factory equipment (35,347) (1,955) 4 - (37,298) Fixture and office equipment (284,182) (31,605) 1,346 - (314,441) Vehicle (78,788) (5,239) 12,098 - (71,929) Total accumulated depreciation (1,161,472) (88,121) 44,577 - (1,205,016) Property, plant and equipment - net 684,193 632,132 Assets under installation and construction 3,964 16,803 - (20,121) 646 Total property, plant and equipment 688,157 632,778 Depreciation for the years ended June 30, 2026 Thousand Baht 86,581 2025 Thousand Baht 88,121
Page 40
- 37 - Unit: Thousand Baht As at June 30, 2026 Separate financial statements Balance Additions Disposals/ Transfer Balance as at Write off in / (out) as at July 1, June 30, 2025 2026 Cost Land 253,470 - - - 253,470 Land improvement 19,588 - - - 19,588 Building 404,558 - - - 404,558 Building and leasehold improvement 435,602 856 (36,062) 54,172 454,568 Machinery 98,048 394 (4,366) - 94,076 Tools and factory equipment 34,579 194 (717) 969 35,025 Fixture and office equipment 362,800 13,277 (21,274) 14,679 369,482 Vehicle 78,399 11,373 (9,175) - 80,597 Total cost 1,687,044 26,094 (71,594) 69,820 1,711,364 Accumulated depreciation Land improvement (6,937) (1,152) - - (8,089) Building (197,542) (12,654) - - (210,196) Building and leasehold improvement (388,703) (33,685) 34,787 - (387,601) Machinery (97,621) (186) 4,366 - (93,441) Tools and factory equipment (33,471) (332) 717 - (33,086) Fixture and office equipment (285,206) (32,141) 21,203 - (296,144) Vehicle (62,510) (5,885) 9,175 - (59,220) Total accumulated depreciation (1,071,990) (86,035) 70,248 - (1,087,777) Property, plant and equipment - net 615,054 623,587 Assets under installation and construction 646 97,724 - (69,820) 28,550 Total property, plant and equipment 615,700 652,137
Page 41
- 38 - Unit: Thousand Baht As at June 30, 2025 Separate financial statements Balance Additions Disposals/ Transfer Balance as at Write off in / (out) as at July 1, June 30, 2024 2025 Cost Land 253,470 - - - 253,470 Land improvement 19,588 - - - 19,588 Building 400,967 - - 3,591 404,558 Building and leasehold improvement 456,027 1,150 (33,795) 12,220 435,602 Machinery 97,829 219 - - 98,048 Tools and factory equipment 33,634 801 - 144 34,579 Fixture and office equipment 348,079 10,763 (207) 4,165 362,800 Vehicle 84,747 5,889 (12,237) - 78,399 Total cost 1,694,341 18,822 (46,239) 20,120 1,687,044 Accumulated depreciation Land improvement (5,784) (1,153) - - (6,937) Building (184,873) (12,669) - - (197,542) Building and leasehold improvement (384,953) (34,879) 31,129 - (388,703) Machinery (97,447) (174) - - (97,621) Tools and factory equipment (31,521) (1,950) - - (33,471) Fixture and office equipment (253,751) (31,584) 129 - (285,206) Vehicle (69,330) (5,278) 12,098 - (62,510) Total accumulated depreciation (1,027,659) (87,687) 43,356 - (1,071,990) Property, plant and equipment - net 666,682 615,054 Assets under installation and construction 3,963 16,803 - (20,120) 646 Total property, plant and equipment 670,645 615,700 Depreciation during the years ended June 30, 2026 Thousand Baht 86,035 2025 Thousand Baht 87,687 As at June 30, 2026 and 2025, the Company had certain items of plant and equipment that were fully depreciated but are still in use. The gross carrying amounts before deducting accumulated depreciation of those assets amounted to approximately Baht 916.08 million and Baht 922.32 million, respectively.
Page 42
- 39 - 13. RIGHT-OF-USE ASSETS Right-of-use assets as at June 30, were as follows: Unit: Thousand Baht As at June 30, 2026 Consolidated / Separate financial statements Balance Additions Decreases Balance as at as at July 1, June 30, 2025 2026 Cost Buildings 130,439 - (19,832) 110,607 Warehouse 24,276 5,573 - 29,849 Leasehold right 2,231,933 373,747 (45,243) 2,560,437 Other leasehold right 37,060 2,772 (1,110) 38,722 Vehicles 12,938 6,638 (6,990) 12,586 Total cost 2,436,646 388,730 (73,175) 2,752,201 Accumulated depreciation Buildings (50,362) (11,055) - (61,417) Warehouse (1,163) (4,510) - (5,673) Leasehold right (1,248,734) (296,904) 39,815 (1,505,823) Other leasehold right (24,683) (3,215) 1,023 (26,875) Vehicles (7,044) (3,648) 6,100 (4,592) Total accumulated depreciation (1,331,986) (319,332) 46,938 (1,604,380) Total right-of-use assets 1,104,660 1,147,821 Unit: Thousand Baht As at June 30, 2025 Consolidated / Separate financial statements Balance Additions Decreases Balance as at as at July 1, June 30, 2024 2025 Cost Buildings 151,621 - (21,182) 130,439 Warehouse - 24,276 - 24,276 Leasehold right 2,086,194 208,656 (62,917) 2,231,933 Other leasehold right 36,092 2,183 (1,215) 37,060 Vehicles 11,001 4,959 (3,022) 12,938 Total cost 2,284,908 240,074 (88,336) 2,436,646 Accumulated depreciation Buildings (39,660) (10,702) - (50,362) Warehouse - (1,163) - (1,163) Leasehold right (1,003,382) (285,855) 40,503 (1,248,734) Other leasehold right (22,356) (3,114) 787 (24,683) Vehicles (6,653) (3,349) 2,958 (7,044) Total accumulated depreciation (1,072,051) (304,183) 44,248 (1,331,986) Total right-of-use assets 1,212,857 1,104,660 Depreciation for the years ended June 30, 2026 Thousand Baht 319,332 2025 Thousand Baht 304,183 The Group leases several assets including buildings, warehouse, stores, vehicles, leasehold right and other rights. The average lease term is 1 - 20 years.
Page 43
- 40 - The Group has options to purchase certain vehicles for a nominal amount at the end of the lease term. The Group’s obligations are secured by the lessors’ title to the leased assets for such leases.
Page 44
- 41 - The maturity analysis of lease liabilities is presented in Note 17. Unit: Thousand Baht Consolidated / Separate financial statements 2026 2025 Amounts recognized in profit or loss Depreciation on right-of-use assets 319,332 304,183 Interest expense on lease liabilities 43,840 38,706 Expense relating to leases of low value assets 2,112 554 Expense relating to variable lease payments not included in the measurement of the lease liability 216,095 234,165 At June 30, 2026 and 2025, the Group has some of the property leases in which the Group is the lessee contain variable lease payment terms that are linked to sales generated from the leased stores. Variable payment terms are used to link rental payments to store cash flows and reduce fixed cost. The breakdown of lease payments for these stores are as follows: Unit: Thousand Baht Consolidated / Separate financial statements 2026 2025 Fixed payments 162,368 156,091 Variable payments 216,095 234,165 Total payments 378,463 390,256 Overall the variable payments for the years ended June 30, 2026 and 2025 constitute up to 57% and 60% of the Group’s entire lease payments, respectively. The Group expects this ratio to remain constant in future years. The variable payments depend on sales and consequently on the overall economic development over the next few years. Taking into account the development of sales expected over the next 1 - 6 years, variable rent expenses are expected to continue to present a similar proportion of store sales in future years. For the years ended June 30, 2026 and 2025, the total cash outflow for leases amount to Baht 378.46 million and Baht 390.26 million, respectively. There are no termination options on the lease.
Page 45
- 42 - 14. INTANGIBLE ASSETS Intangible assets as at June 30, were as follows: Unit: Thousand Baht As at June 30, 2026 Consolidated financial statements Balance Additions Decreases Transfer Balance as at in / (out) as at July 1, June 30, 2025 2026 Cost Computer software 307,129 3,273 (251) 770 310,921 Leasehold right 688 - - - 688 Total cost 307,817 3,273 (251) 770 311,609 Accumulated amortization Computer software (227,347) (17,987) 251 - (245,083) Leasehold right (688) - - - (688) Total accumulated amortization (228,035) (17,987) 251 - (245,771) Intangible assets under installation 693 77 - (770) - Total intangible assets 80,475 65,838 Unit: Thousand Baht As at June 30, 2025 Consolidated financial statements Balance Additions Transfer Balance as at in / (out) as at July 1, June 30, 2024 2025 Cost Computer software 299,524 - 7,605 307,129 Leasehold right 688 - - 688 Total cost 300,212 - 7,605 307,817 Accumulated amortization Computer software (209,638) (17,709) - (227,347) Leasehold right (688) - - (688) Total accumulated amortization (210,326) (17,709) - (228,035) Intangible assets under installation 6,747 1,551 (7,605) 693 Total intangible assets 96,633 80,475 Amortization for the years ended June 30, 2026 Thousand Baht 17,987 2025 Thousand Baht 17,709
Page 46
- 43 - Unit: Thousand Baht As at June 30, 2026 Consolidated financial statements Balance Additions Decreases Transfer Balance as at in / (out) as at July 1, June 30, 2025 2026 Cost Computer software 287,708 3,273 (251) 770 291,500 Leasehold right 385 - - - 385 Total cost 288,093 3,273 (251) 770 291,885 Accumulated amortization Computer software (210,579) (15,436) 251 - (225,764) Leasehold right (385) - - - (385) Total accumulated amortization (210,964) (15,436) 251 - (226,149) Intangible assets under installation 693 77 - (770) - Total intangible assets 77,822 65,736 Unit: Thousand Baht As at June 30, 2025 Separate financial statements Balance Additions Transfer Balance as at in / (out) as at July 1, June 30, 2024 2025 Cost Computer software 284,708 - 3,000 287,708 Leasehold right 385 - - 385 Total cost 285,093 - 3,000 288,093 Accumulated amortization Computer software (195,109) (15,470) - (210,579) Leasehold right (385) - - (385) Total accumulated amortization (195,494) (15,470) - (210,964) Intangible assets under installation 2,602 1,091 (3,000) 693 Total intangible assets 92,201 77,822 Amortization for the years ended June 30, 2026 Thousand Baht 15,436 2025 Thousand Baht 15,470
Page 47
- 44 - 15. TRADE AND OTHER CURRENT PAYABLES Trade and other current payables as at June 30, are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Trade payables - other parties 178,606 78,572 178,599 78,572 Other payables - related parties (see Note 4) 43 13 47,391 7,590 Other payables - other parties 32,351 9,316 31,633 8,613 Accrued expenses - a related party (see Note 4) 51 47 Accrued expenses - other parties 139,761 31,594 118,917 10,267 Value-added tax payables 9,914 0,219 7,191 ,909 Withholding tax payables 4,302 ,697 4,204 ,598 364,977 54,462 387,935 85,796 16. CURRENT CONTRACT LIABILITIES Current contract liabilities as at June 30, are as follows: Unit: Thousand Baht Consolidated / Separate financial statements 2026 2025 Liabilities from goods return 38,754 9,307 Liabilities from marketing support to customer according to contracts 30,681 8,373 Deferred revenue from customer loyalty programs 24,506 4,286 Total current contract liabilities 93,941 11,966 17 . LEASE LIABILITIES Lease liabilities as at June 30, were as follows: Unit: Thousand Baht Consolidated / Separate financial statements 2026 2025 Maturity analysis: Year 1 348,381 335,379 Year 2 - 5 902,102 832,644 Over 5 years 46,938 60,797 Total 1,297,421 1,228,820 Less Unearned interest (98,806) (86,421) Net 1,198,615 1,142,399 Analyzed as: Non-current 888,374 839,909 Current 310,241 302,490
Page 48
- 45 - Total 1,198,615 1,142,399 The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s treasury function. Additionally, for the years ended June 30, 2026 and 2025, the Group has benefited from a lease payment. The payment reduces in statement of profit or loss and other comprehensive income by Baht 2.96 million and Baht 2.66 million, respectively. 18 . PROVISIONS FOR EMPLOYEE BENEFITS Provisions for employee benefits as at June 30, which consist of long-term compensation payable to employees after they retire. Movements in the present value of the defined benefit obligations, are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 As at July 1, 63,554 42,651 31,870 18,664 Recognized in profit or loss: Current service cost 6,513 3,567 3,693 1,828 Interest cost 1,089 1,175 547 545 Recognized in other comprehensive income: Actuarial losses - 21,547 - 11,924 Benefit payment during the years (414) (5,386) - (1,091) As at June 30, 70,742 63,554 36,110 31,870 Analyzed as: Current provisions for employee benefits 4,824 5,924 1,611 1,113 Non-current provisions for employee benefits 65,918 57,630 34,499 30,757 Total 70,742 63,554 36,110 31,870 The Group recognized expenses in the statement of profit or loss and other comprehensive income for the years ended June 30, as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Cost of sales ,618 ,475 22 30 Selling and administrative expenses ,984 ,267 ,018 2,343 Total ,602 ,742 ,240 2,373 Principal actuarial assumptions as at June 30, as follows: Unit: percent per annum Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Discount rate 1.66 - 1.97 1.71 - 1.97 1.70 1.72 Salary increase rate 2.80 - 3.60 2.80 - 3.60 2.80 - 3.60 2.80 - 3.60 Turnover rate 0 - 25 0 - 25 0 - 25 0 - 25
Page 49
- 46 - Mortality rate Thai Mortality Thai Mortality Thai Mortality Thai Mortality Table 2017 Table 2017 Table 2017 Table 2017 Significant actuarial assumptions for the determination of the defined employee benefits obligations were discount rate and expected salary increase rate. The sensitivity analysis below was determined based on reasonably possible changes of the respective assumption occurring at the end of the reporting period, while holding all other assumptions constant. The impact of changes of significant actuarial assumptions to the present value of the non-current provisions for employee benefits as at June 30, were as follows: Unit: Million Baht As at June 30, 2026 Consolidated Separate financial statements financial statements Increase 0.5% Decrease 0.5% Increase 0.5% Decrease 0.5% Discount rate (3) 3 (1) 2 Salary increase rate 3 (3) 2 (2) Turnover rate (5) 5 (2) 3 Unit: Million Baht As at June 30, 2025 Consolidated Separate financial statements financial statements Increase 0.5% Decrease 0.5% Increase 0.5% Decrease 0.5% Discount rate (3) 3 (1) 2 Salary increase rate 3 (3) 1 (1) Turnover rate (4) 5 (2) 2 The sensitivity analysis presented above might not be representative of the actual change in the defined employee benefits obligations as it was unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions might be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefits obligations was calculated using the Projected Unit Credit Method at the end of the report period, which was the same as that applied in calculating the post-employment benefit obligations liability recognized in the statement of financial position. 19 . PREMIUM ON ORDINARY SHARE Section 51 of the Public Limited Companies Act B.E. 2535, requires a company to set aside share subscription monies received in excess amount of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution.
Page 50
- 47 - 20 . LEGAL RESERVE Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside a legal reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The legal reserve is not available for dividend distribution. As at June 30, 2026 and 2025, the Company’s legal reserve equaled to one-tenth of the registered share capital. 21. EXPENSES BY NATURE Significant expenses classified by nature for the years ended June 30, were as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Purchases goods, raw materials and supplies 1,337,813 1,260,990 1,369,680 1,254,228 Provision of diminution in value and stock loss 32,996 22,923 35,228 18,361 Employee benefits expenses 861,297 812,666 510,383 473,950 Personnel services fees - - 376,857 372,582 Depreciation and amortization 423,901 410,013 420,804 407,340 Advertising expenses 95,342 79,268 95,337 79,260 Rental and service expenses 49,983 69,308 48,493 68,044 Professional fees 31,524 31,646 27,707 28,871 22. INCOME TAX EXPENSES 22.1 Deferred tax Deferred tax assets as at June 30, were as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Deferred tax assets 56,284 57,535 40,780 39,121
Page 51
- 48 - Movements of deferred tax assets during the years were as follows: Unit: Thousand Baht As at June 30, 2026 Consolidated financial statements Recognized in As at Recognized other As at July 1, in profit or comprehensive June 30, 2025 loss income 2026 Expected credit loss 734 (163) - 571 Inventories 27,664 (867) - 26,797 Right-of-use assets 17,732 2,697 - 20,429 Intangible assets 11,940 (98) - 11,842 Provision for long-term employee benefits 10,081 1,434 - 11,515 Consignment sales 63,910 1,474 - 65,384 Others 25,474 (1,950) (3,778) 19,746 Deferred tax assets - net 157,535 2,527 (3,778) 156,284 Unit: Thousand Baht As at June 30, 2025 Consolidated financial statements Recognized in As at Recognized other As at July 1, in profit or comprehensive June 30, 2024 loss income 2025 Expected credit loss 1,030 (296) - 734 Inventories 29,658 (1,994) - 27,664 Right-of-use assets 15,314 2,418 - 17,732 Intangible assets - 11,940 - 11,940 Provision for long-term employee benefits 5,923 (151) 4,309 10,081 Consignment sales 68,137 (4,227) - 63,910 Others 22,900 (933) 3,507 25,474 Deferred tax assets - net 142,962 6,757 7,816 157,535 Unit: Thousand Baht As at June 30, 2026 Separate financial statements Recognized in As at Recognized other As at July 1, in profit or comprehensive June 30, 2025 loss income 2026 Expected credit loss 734 (163) - 571 Inventories 13,103 2,629 - 15,732 Right-of-use assets 17,732 2,697 - 20,429 Intangible assets 11,940 (98) - 11,842 Provision for long-term employee benefits 6,228 848 - 7,076 Consignment sales 63,910 1,474 - 65,384 Others 25,474 (1,950) ( 3,778 ) 19,746 Deferred tax assets - net 139,121 5,437 ( 3,778 ) 140,780
Page 52
- 49 - Unit: Thousand Baht As at June 30, 2025 Separate financial statements Recognized in As at Recognized other As at July 1, in profit or comprehensive June 30, 2024 loss income 2025 Expected credit loss 1,030 (296) - 734 Inventories 11,272 1,831 - 13,103 Right-of-use assets 15,314 2,418 - 17,732 Intangible assets - 11,940 - 11,940 Provision for long-term employee benefits 3,587 257 2,384 6,228 Consignment sales 68,137 (4,227) - 63,910 Others 22,900 (933) 3,507 25,474 Deferred tax assets - net 122,240 10,990 5,891 139,121 As at June 30, 2026 and 2025, the subsidiary has deductible temporary differences and unused tax losses totaling Baht 3.14 million and Baht 47.12 million, respectively, on which deferred tax assets have not been recognized as the subsidiary believes future taxable profits may not be sufficient to allow utilization of the temporary differences and unused tax losses. Details of expiry date of unused tax losses are summarized as below: Unit: Million Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 June 30, 2025 June 30, 2026 June 30, 2030 22.2 Income tax expenses Income tax expenses for the years ended June 30, are made up as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Current income tax: Corporate income tax for the years 172,636) 173,124) (166,250) (167,902) Deferred tax: Relating to origination and reversal of temporary differences ,527 ,757 5,437 10,990 Income tax expenses reported in the statements of profit or loss and other comprehensive income 170,109) 166,367) (160,813) (156,912)
Page 53
- 50 - 22.3 The amounts of income tax relating to each component of other comprehensive income The amounts of income tax relating to each component of other comprehensive income for the years ended June 30, were as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Deferred tax relating to Loss on investment in equity designated at fair value 3,778) ,507 3,778) ,507 Loss on remeasurements of defined benefit plans ,309 ,384 Total income tax relating to components of other comprehensive income that will not be reclassified to profit or loss 3,778) ,816 3,778) ,891 22.4 The reconciliations between income tax expense and accounting profit for the years ended June 30, are as follows: Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Accounting profit before income tax expense - non-income tax exemption business 871,121) 926,788) 833,765) 936,886) Applicable corporate income tax rate 20% 20% 20% 20% Corporate income tax 174,224) 185,358) 166,753) 187,377) Tax effects for: Non-deductible expenses (Reversal) 95) ,053 95) ,053 Additional expense deductions allowed 54 ,753 54 ,753 Tax exempted revenue ,478 ,659 Others ,856 0,185 03 2,000 Total ,115 8,991 ,940 0,465 Income tax expenses reported in the statements profit or loss and other comprehensive income 170,109) 166,367) 160,813) 156,912) 23. BASIC EARNINGS PER SHARE Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average of ordinary shares in issue during the years. BASIC EARNINGS PER SHARE The calculations of basic earnings per share for the years ended June 30, are based on the profit for the years attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding during the years as follows:
Page 54
- 51 -
Page 55
- 52 - Basic earnings per share for the years ended June 30, Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Profit attributable to owners of the Company (Thousand Baht) 701,007 760,415 672,952 779,974 Weighted average number of issued ordinary shares (Thousand shares) 792,000 792,000 792,000 792,000 Basic earnings per share (Baht) 0.89 0.96 0.85 0.98 24. SEGMENT INFORMATION The Group organizes business units based on its products and services. The Group has one reportable segment, clothing and accessories, which is the Group’s business unit. For the strategic division, the chief operating decision maker (CODM) reviews internal management reports on at least a quarterly basis is Chief Executive Officer. Revenue from contracts with customers Unit: Thousand Baht Consolidated Separate financial statements financial statements 2026 2025 2026 2025 Type of goods or service Revenue from sales 4,402,111 4,151,957 4,394,767 4,144,740 Revenue from services - - 1,314 1,336 Timing of revenue recognition Revenue recognized at a point in time 4,402,111 4,151,957 4,394,767 4,144,740 Revenue recognized over time - - 1,314 1,336 Geographic information The Group operates in Thailand only. As a result, all of revenues and assets as reflected in these financial statements pertain exclusively to this geographical reportable segment. Major customers information The Group has no major customer with revenue of 10 percent or more of an entity’s revenues for the years ended June 30, 2026 and 2025.
Page 56
- 53 - 25. PROVIDENT FUND The Company and its employees, and the subsidiaries and their employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and employees contribute to the fund monthly at the rate of 3 percent of basic salary. The funds, which is managed by an asset management company, will be paid to employees upon termination in accordance with the fund rules. The Group recognized contributions as expenses for the years ended June 30, 2026 and 2025 amounting to Baht 6.06 million and Baht 5.73 million, respectively, in consolidated financial statements and Baht 6.02 million and Baht 5.67 million, respectively, in separate financial statements. 26. DIVIDENDS PAID Dividends paid for the years ended June 30, are as follows: Dividends Authorized by Dividend paid Dividend paid (Thousand Baht) (Baht per share) Dividend for the operating result of 2025 Annual General Meeting 2025 of July 1, 2024 - June 30, 2025 of the shareholders on October 28, 2025 324,720 0.41 Interim dividend for the operating result Board of Director Meeting for the period of July 1, 2025 - February 12, 2026 December 31, 2025 411,840 0.52 736,560 0.93 Dividend for the operating result of 2024 Annual General Meeting 2024 of July 1, 2023 - June 30, 2024 of the shareholders on October 25, 2024 316,800 0.40 Interim dividend for the operating result Board of Director Meeting for the period of July 1, 2024 - on February 13, 2025 December 31, 2024 435,600 0.55 752,400 0.95
Page 57
- 54 - 27. FAIR VALUE OF FINANCIAL INSTRUMENT Certain financial assets or financial liabilities of the Group are measured at fair value at the end of reporting period. The following table gives information about how the fair values of these financial assets or financial liabilities are determined. As of June 30, the Group has the following assets that were measured at fair value using levels of inputs as follows: Unit: Million Baht As at June 30, 2026 Consolidated financial statements / Separate financial statement Level 1 Level 2 Level 3 Total Financial assets measured at fair value through profit or loss Unit trusts held for trading - 1,284 - 1,284 Investment in equity instruments 6 - - 6 Financial assets measured at fair value through other comprehensive income Unit trusts held until maturity - - 80 80 Investment in equity instruments 46 - - 46 Derivative liabilities Forward contracts - 6.03 - 6.03 Unit: Million Baht As at June 30, 2025 Consolidated financial statements / Separate financial statement Level 1 Level 2 Level 3 Total Financial assets measured at fair value through profit or loss Unit trusts held for trading - 1,173 - 1,173 Investment in equity instruments 5 - - 5 Financial assets measured at fair value through other comprehensive income Unit trusts held until maturity - - 58 58 Investment in equity instruments 39 - - 39 Derivative liabilities Forward contracts - 0.27 - 0.27 Fair value hierarchy The table above analyzes recurring fair value measurements for financial assets. These fair value measurements are categorized into different levels in the fair value hierarchy based on the inputs to valuation techniques used. The different levels are defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group and the Company can access at the measurement date. Level 2: other inputs than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: unobservable inputs for the asset or liability.
Page 58
- 55 - Valuation techniques and inputs to valuations The fair value of unit trusts held for trading has been determined by using the net asset value of the last working day of the reporting period as announced by the asset management company. The fair value of unit trusts held until maturity is generally derived from quoted market prices or based on generally accepted pricing models when no market price is available. During the period, there were no transfers within the fair value hierarchy. 28. FINANCIAL INSTRUMENTS 28.1 Financial risk management The financial risks associated with these financial instruments and how they are managed is described below. Credit risk The Group is exposed to credit risk primarily with respect to trade and other current receivables and short-term loans to related parties. The Group manages the risk by adopting appropriate credit control policies and procedures and therefore does not expect to incur material financial losses. In addition, the Group does not have high concentrations of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables and loans as stated in the statement of financial position. Interest rate risk As at June 30, 2026 and 2025, interest rate risk arises from the potential for a change in an interest rate which will have an adverse effect on the Group in the current reporting periods and future periods. The Group does not expect any material incremental effect on their interest expense because the loans of the Group are immaterial amounts. 28.2 Fair values of financial instruments Since the majority of the Group’s financial assets and liabilities which comprise deposit at financial institutions, trade and other current receivables, short-term loans to related parties, trade and other current payables, lease liabilities, and short-term borrowings from related parties are short-term in nature or bear floating interest rates, their fair values are not expected to be materially different from the amounts presented in the statements of financial position. The fair value of investments in unit trusts has been determined from their net asset value as announced by Asset Management Company. The fair value of investment in equity instruments has been determined from quoted share price in the Stock Exchange of Thailand. During the current year, there were no transfers within the fair value hierarchy.
Page 59
- 56 - 28.3 Liquidity and interest risk tables The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest cash flows are floating rate, the undiscounted amount is derived from interest rate curves at the reporting date. Unit: Thousand Baht Consolidated financial statements As at June 30, 2026 Weighted Within After 1 year After 5 years Total average 1 year but within effective 5 years interest rate % Trade and other current payables 364,977 - - 364,977 Current contract liabilities 93,941 - - 93,941 Other current liabilities 230 - - 230 Lease liabilities 3.57 - 4.22 310,241 842,082 46,292 1,198,615 Unit: Thousand Baht Consolidated financial statements As at June 30, 2025 Weighted Within After 1 year After 5 years Total average 1 year but within effective 5 years interest rate % Trade and other current payables 354,462 - - 354,462 Current contract liabilities 111,966 - - 111,966 Other current liabilities 349 - - 349 Lease liabilities 3.57 - 4.24 302,490 781,202 58,707 1,142,399 Unit: Thousand Baht Separate financial statements As at June 30, 2026 Weighted Within After 1 year After 5 years Total average 1 year but within effective 5 years interest rate % Trade and other current payables 387,935 - - 387,935 Current contract liabilities 93,941 - - 93,941 Short-term borrowings from related parties 3.52 - 3.97 82,831 - - 82,831 Other current liabilities 225 - - 225 Lease liabilities 3.57 - 4.22 310,241 842,082 46,292 1,198,615
Page 60
- 57 - Unit: Thousand Baht Separate financial statements As at June 30, 2025 Weighted Within After 1 year After 5 years Total average 1 year but within effective 5 years interest rate % Trade and other current payables 385,796 - - 385,796 Current contract liabilities 111,966 - - 111,966 Short-term borrowings from related parties 3.97 - 4.27 76,087 - - 76,087 Other current liabilities 349 - - 349 Lease liabilities 3.57 - 4.24 302,490 781,202 58,707 1,142,399 29. CAPITAL MANAGEMENT The primary objective of the Group’s capital management is to ensure that they have appropriate capital structure in order to support their business and maximize shareholder value. The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged from 2025. The capital structure of the Group consists of net debt and equity of the Group. Debt is defined by the Group as long-term and short-term borrowings and lease liabilities (excluding derivatives, contingent consideration, and financial guarantee contracts) as disclosed in Notes 4 and 17. Net debt is defined as debt after deducting cash and cash equivalents (including cash and bank balances in a disposal group held for sale). Equity includes capital, reserves, retained earnings, and non-controlling. The Group is not subject to any externally imposed capital requirements. As at June 30, 2026 and 2025, the Group’s debt-to-equity ratio was 0.49:1 and 0.48:1, respectively and the Company’s debt-to-equity was 0.53:1 and 0.51:1, respectively.
Page 61
- 58 - 30 . COMMITMENTS AND CONTINGENT LIABILITIES 30.1 Capital commitments As at June 30, 2026 and 2025, the Group had outstanding commitments of Baht 0.15 million and Baht 2.02 million, respectively, in respect of construction of building improvement and purchase of intangible assets. 30.2 Guarantees As at June 30, 2026 and 2025, the Company and subsidiaries have outstanding bank guarantees of Baht 9.18 million and Baht 16.68 million, respectively, issued by the banks on behalf of the Group in respect of certain performance bonds as required in the normal course of business in the consolidated and separate financial statements. 30.3 As at June 30, 2026 and 2025, the Group had unutilized credit facilities such as bank overdraft, promissory notes, bank guarantees, trust receipts and letters of credits amounting to Baht 1,153 million and Baht 1,163 million, respectively. 30.4 As at June 30, 2026 and 2025, the Group has outstanding balances of forward foreign exchange contracts with the financial institution to mitigate the risk from fluctuations of exchange rate as follows: Consolidated financial statements / Separate financial statements Forward contract to buy foreign currency Contract amount Maturity date USD Equivalent to Thousand Baht As at June 30, 2026 2,764,228 85,633 Less than 3 months Consolidated financial statements / Separate financial statements Forward contract to buy foreign currency Contract amount Maturity date USD Equivalent to Thousand Baht As at June 30, 2025 170,000 5,637 Less than 3 months 200,000 6,588 3 - 6 months 31 . EVENTS AFTER THE REPORTING PERIOD On August 28, 2026, the Board of Directors’ Meeting No. 4/2026 approved the dividend payment to shareholders in amounting to Baht 0.36 per share, or a total of Baht 285.12 million from the operating results for the year 2026. And proposed to Annual General Meeting 2026. The dividend will be paid on November 25, 2026. 32. APPROVAL OF THE FINANCIAL STATEMENTS These financial statements were authorized for issuance by the Company’s Board of Directors on August 28, 2026.