The Committee reports directly to the Board of Directors and shall perform its tasks and responsibilities as assigned by the Board of Directors and in compliance with the SEC’s and the SET’s regulations as follows:

1. To review the Company’s financial reports to ensure that they are accurate and adequate;
2. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient;
3. To review the Company’s compliance with the law on securities and exchange, the Stock Exchange of Thailand’s rules and regulations, and other laws relating to the Company’s business;
4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year;
5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Stock Exchange of Thailand’s regulations;
6. To prepare, and to disclose in the Company’s annual report, an Audit Committee’s report, which must be signed by the Audit Committee’s Chairman and consist of at least the following information:
   • an opinion on the accuracy, completeness and credibility of the Company’s financial reports;
   • an opinion on the adequacy of the Company’s internal control system;
   • an opinion on the compliance with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or the laws relating to the Company’s business;
   • an opinion on the suitability of an auditor;
   • an opinion on the transactions that may lead to conflicts of interests
7. To review the Internal’s Audit Division’s works in the following areas:
   • approve the scope of work, annual audit plan, budget and personnel recruitment to ensure it is sufficient to support the Committees’ duties and responsibilities;
   • review the appointment, reshuffle or termination of the Internal Audit Division Director;
   • review the internal audit reports;
   • scrutinize the status of independence of the Internal Audit Division
8. Consider and review audit criteria and process to ensure that they regularly comply with current business environment
9. Summarize and report the Audit’s Committee’s tasks and movement to the Board of Directors
10. Reporting the findings or suspicious transactions or any of the following acts which may materially affect the Company’s financial condition and operating results, to the Board of Directors for rectification within the period of time that the Audit Committee thinks fit:
    • a transaction which causes a conflict of interest;
    • any fraud, irregularity, or material defect in an internal control system; or
    • an infringement of the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or any law relating to the Company’s business.

    If the Company’s Board of Directors or Management fails to make a rectification within the period of time under the first paragraph, any Audit Committee member may report on the transaction or act under the first paragraph to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand.

11. Implement the tasks stated above for subsidiaries as assigned or requested by subsidiaries within the Audit Committee’s scope of work
12. Other tasks also assigned by the Board of Directors which is approved by the Audit Committee

The Audit Committee has authority to take following actions: inviting directors, employees, staff to attend the meeting to clarify and answer any question relating to the Committee’s duties and responsibilities; discussing with the Company’s expert or consultant (if any) or hiring a third-party consultant or specialist if necessary at the Company’s expenses; requesting the Company’s employees to submit necessary documents about the Company’s operations for auditing or investigation for work accomplishment; assigning any employee or staff to take particular action to support auditing activities; and taking action specified above in relations to subsidiaries as assigned or requested by subsidiaries and within scope of their authority and duties.

AUDIT COMMITTEE’S REPORT

The Audit Committee of RATCH Group Public Company Limited (the “Company”) comprises 4 independent directors: (1) Mr. Praphaisith Tankeyura, serving as Chairman of the Audit Committee; (2) Mr. Kriengkrai Rukkulchon; (3) Mr. Borwornsak Wanich; and (4) Mr. Jiraroj Lanchanavanich, serving as Audit Committee members. All 4 directors performed their duties as members of the Company’s Audit Committee, with Ms. Kamolkarn Hinviman, Head of Internal Audit, serving as the secretary.

All members of the Audit Committee perform their duties independently and possess the qualifications as specified in the Company’s Regulations on the Board of Directors B.E. 2566 (2023) and the Company’s Regulations on the Audit Committee B.E. 2568 (2025), which are in line with the requirements of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

In 2025, the Audit Committee convened a total of 5 meetings in accordance with a pre-scheduled meeting plan. All Audit Committee members attended all meetings. 1 meeting was held with the external auditor without the presence of the management, to ensure the auditor’s independence in obtaining information and in auditing material information used in the preparation of the financial statements. In addition, 4 joint meetings were held between the Audit Committee and the Risk Management Committee to receive information and exchange views on risk management. (Details of attendance by each Audit Committee member are shown in the Board of Directors’ meeting attendance table under the Corporate Governance topic.) At Audit Committee meetings, the management of the Company and its subsidiaries, as well as the external auditor, attended to present information and receive views and recommendations beneficial to management. The outcomes of each meeting are reported to the Board of Directors as a regular agenda item.

During the past year, the Audit Committee carried out the following key activities:

• Reviewed the accuracy, completeness, and reliability of the Company’s and its subsidiaries’ quarterly and annual financial statements in accordance with financial reporting standards. The review covered material matters and special items, and included explanations received from the external auditor and the management, until the Audit Committee was assured that the financial statements were prepared in compliance with legal requirements and financial reporting standards, prior to submission to the Board of Directors.
• Reviewed and assessed the adequacy of the internal control system, including information technology internal controls, to provide assurance that the Company’s operations were efficient and effective and able to achieve the established objectives. The review found that the Board of Directors, the management, and employees strictly complied with the established policies.
• Reviewed compliance with the securities and exchange laws, the regulations of the Stock Exchange of Thailand, laws relevant to the Company’s business, principles of good corporate governance, and the Company’s rules and policies, including the anti-corruption policy. The Company has implemented the anti-corruption policy in a serious manner through participation in the Thai Private Sector Collective Action against Corruption (CAC).
• Reviewed transactions that may involve conflicts of interest to ensure compliance with applicable laws and regulations as prescribed by the Capital Market Supervisory Board and other relevant authorities. Related party transactions or transactions that may involve conflicts of interest were required to be submitted to the Audit Committee for consideration and approval prior to submission to the Board of Directors for approval.
• Oversaw the accounting and financial reporting systems to provide assurance that appropriate internal control systems were established for relevant processes, covering fraud or corruption risks, and that such controls were fully implemented and operated effectively.
• Reviewed risk management practices, including the review of risk management policies, compliance with such policies, and risk management approaches with the management, and held joint meetings with the Risk Management Committee to align risk management with internal audit in a consistent direction, ensuring effective and efficient risk management. The Audit Committee also provided advice to the management on investment decision criteria, taking into account the Company’s objectives (Key Corporate Performance Appraisal) together with enterprise-level risk assessments relating to generation capacity targets, new business targets, operating performance targets, financial targets, sustainability targets, etc.
• Oversaw internal audit activities to provide assurance that internal audit operations were conducted efficiently and effectively. This included approving the annual internal audit plan and the long-term audit plan and providing additional recommendations on audit frequency to ensure close monitoring of changing circumstances, operating environments, and project risks. The Audit Committee acknowledged internal audit reports, and for projects with significant audit findings requiring follow-up, requested that such matters be further reported to the Committee for joint consideration with management. The Audit Committee also provided opinions on internal controls to ensure that they were sufficiently robust to prevent or mitigate potential risks, recommended greater use of digital technology in internal audit to enhance the efficiency of data analysis, and provided recommendations on operational approaches, follow-up, and corrective actions. Furthermore, the Audit Committee considered the appropriateness of the internal audit budget, staffing levels, and personnel development, and recommended improvements to the quality of internal audit work in line with international standards by applying the results of the internal audit Quality Assurance Review conducted by an external advisor, to enhance the efficiency and effectiveness of the internal audit system in accordance with professional internal auditing standards and recognized international best practices.

In conclusion, the Audit Committee is of the opinion that the financial statements of the Company and its subsidiaries were prepared in accordance with financial reporting standards, with adequate disclosure, and are accurate, complete, and reliable. The internal control system and risk management were adequate, efficient, and effective, with clear separation of duties. No material weaknesses or deficiencies in the internal control system were identified, and no observations or issues relating to fraud or corruption were noted. The business operations of the Company and its subsidiaries, including related party transactions, were conducted in compliance with the securities and exchange laws, the regulations of the Stock Exchange of Thailand, and other relevant laws, consistent with the assessment of the Company’s external auditor.

In considering the appointment of the Company’s auditor, the Audit Committee approved the proposal for the appointment of Mr. Natthaphong Tantichattanon (CPA (Thailand) No.8829) or Ms. Dussanee Yimsuwan (CPA (Thailand) No.10235) or Mr. Sakda Kaothanthong (CPA (Thailand) No.4628) or Ms. Sureerat Thongarunsang (CPA (Thailand) No.4409) of KPMG Phoomchai Audit Ltd., as the auditor of the Company and its subsidiaries for the year 2026. If any of the above certified public accountants is unable to perform the audit, KPMG may assign another certified public accountant of KPMG, subject to approval by the Board of Directors, to perform the audit in his or her place. The auditors named above are independent and possess qualifications acceptable to, and approved by, the Securities and Exchange Commission and the Stock Exchange of Thailand. The total audit fee amounts to 6.11 million Baht (excluding out-of-pocket expenses based on actual disbursements, not exceeding 0.25 million Baht). The audit fee attributable to the Company alone amounts to 3.8 million Baht (excluding out-of-pocket expenses based on actual disbursements, not exceeding 0.06 million Baht). The Audit Committee submitted this matter to the Board of Directors for further submission to the shareholders’ meeting for approval.

(Mr. Praphaisith Tankeyura)
Chairman of the Audit Committee