The Directors are pleased to present the Annual Report of the Company along with the Audited Financial Statements as on 31 December 2024.

Annual Review

In 2024, despite facing challenges arising from economic volatility and intense competition in the construction industry, the Company has leveraged its extensive industry experience and expertise in diverse construction projects. By continuously adapting its strategies in response to evolving circumstances and prioritizing the development of projects with long-term growth potential, the Company has achieved satisfactory operating results in 2024 and maintains a positive growth outlook for 2025. Nevertheless, the Company remains committed to sustaining its competitive edge by continuously refining its strategies in alignment with prevailing conditions. Furthermore, it continues to emphasize the development of high-potential projects, particularly the design and construction of projects that adhere to high construction standards in key industries, including technology, renewable and clean energy, and high-end tourism sectors that exhibit promising growth prospects, supported by both public and private sector initiatives as well as advancements in emerging technologies. With its comprehensive risk management and business continuity plans, combined with the dedication and collaboration of the Company’s management and employees, the Company has successfully navigated crises and challenges posed by uncertainties from multiple factors, ensuring the continued success of its business operations.

Strong Corporate Governance

The Company is committed to conducting its business in accordance with the principles of good corporate governance. The Board of Directors and the management prioritize the interests of all stakeholders across economic, social, and environmental dimensions, aligning with the Company’s mission, vision, and code of conduct. As a result, the Company has consistently achieved an excellent corporate governance rating. The Company has been awarded a perfect score of 100 in the Annual General Meeting (AGM) assessment by the Thai Investors Association for six years, in 2017 and from 2020 to 2024. Additionally, the Company has maintained an "Excellent" rating in the Corporate Governance Report of Thai Listed Companies by the Thai Institute of Directors (IOD) for seven consecutive years, from 2018 to 2024.

Economic Overview

Thailand’s economic growth continues to lag behind the global average. According to the Economic Intelligence Center (EIC) of Siam Commercial Bank (SCB), Thailand’s Gross Domestic Product (GDP) is projected to grow by 2.4% in 2025, reflecting structural constraints that hinder economic expansion. Negative factors affecting Thailand’s economy include political uncertainty and budgetary limitations, which may restrict future economic stimulus measures. Additionally, high interest rates and stringent credit policies have slowed down private sector investments, while small and medium-sized enterprises (SMEs) face rising operational costs and increased competition from imported goods. Furthermore, delays in public sector investments, particularly in infrastructure projects, persist due to policy uncertainties.

Nevertheless, several positive factors are supporting Thailand’s economy. These include the recovery of the tourism sector, particularly from Chinese, Indian, and Middle Eastern tourists, as well as the growth of medical tourism. Foreign direct investment (FDI) is also expected to increase, particularly in artificial intelligence (AI), data centers, electronics, and electric vehicles (EVs), which are being promoted by the Board of Investment (BOI). Additionally, if inflation remains stable, a potential interest rate cut in 2025 could reduce borrowing costs and stimulate consumption. Despite ongoing economic pressures, investment promotion measures and the expansion of the services sector may help sustain growth in the future.

Thailand Construction Industry Outlook

The construction sector has experienced a prolonged downturn since 2021, with both public and private sector investments remaining at low levels. The number of new government projects has been minimal, and the lack of clear government policies has hindered planning, expenditures, and investment, impacting the construction industry. While some new government projects were initiated in 2024, they were limited in number, leading to intense competition and unreasonably low bidding prices. The anticipated increase in public sector construction investments for 2024 did not materialize as expected. Meanwhile, private sector construction continued to grow at a slow pace, with major investors carefully evaluating their financial liquidity, leading to delays in long-term investments and new project developments. As a result, many construction firms are experiencing increasing financial difficulties.

Company Operating Results 2024

The Company recorded a total revenue of THB 6,164 million in 2024, representing a 15% decrease from the previous year. However, net profit increased to THB 37 million, up by THB 17 million from the prior year. Despite lower revenue, effective cost management and additional income sources contributed to the increase in net profit. Furthermore, the reversal of provisions for doubtful debts, following debt settlement through land transfer from a long outstanding debtor, also supported profitability.

The Company’s operating cash flow has improved overall, primarily due to receipts of long outstanding dues from Customers. However, cash outflows related to investments and debt repayments have resulted in a slight decline in total cash flow. The changes in the Company’s cash flow in 2024 reflect prudent financial management, effective debt management, and strategic investments in assets with the potential to generate future value. Despite the slight decrease in cash on hand, the Company maintains a strong financial position with oversight measures in order to ensure liquidity for smooth and uninterrupted business operations. One such measure involves expediting the certification of completed work from project owners or their supervisors for long-outstanding uncertified work, enabling the Company to issue invoices and improve cash collection. This approach ensures sufficient liquidity for ongoing operations. Additionally, the Company closely monitors debt collection and assesses potential risks associated with delayed payments to mitigate the possibility of bad debts.

• Discontinuation of Operations in Myanmar
  Due to ongoing political instability in Myanmar, which posed risks to the Company’s subsidiary operations, the Board of Directors resolved to cease and liquidate its Myanmar subsidiary. The dissolution was officially registered on July 2, 2024.
• Establishment of a New Subsidiary in Thailand
  On February 13, 2025, the Executive Committee resolved to establish CN Property Co., Ltd., a real estate development subsidiary, with a registered capital of THB 5 million (50,000 ordinary shares at THB 100 per share). The Company will hold a 99.99% stake in this entity. The Company successfully completed the registration of its subsidiary with the Ministry of Commerce on March 14, 2025.

Project Bidding and Contract Awards

In 2024, the Company participated in 41 project bids valued at THB 29,744 million, securing 14 projects worth THB 5,945 million. The bid-to-award ratio was 2.9:1 in terms of project count and 5:1 in terms of contract value. The bidding success rate improved compared to 2023. The Company also participated in large-scale project bids, some of which are still under evaluation. Certain awarded projects, such as a large-scale data center, remain confidential, while others are expected to be finalized in 2025, contributing to backlog growth and supporting operations through 2025–2026.

Future Outlook

The global economy is expected to grow by 2.7%–3.3% in 2025, driven by investments in AI, cloud computing, data centers, and the transition to clean energy and Net Zero initiatives. However, risks such as trade protectionism, China’s real estate debt crisis, and geopolitical uncertainties may impact global stability.

Global inflation is projected to decline to 4.3% in 2025, allowing central banks in many countries to lower interest rates to stimulate economic growth. However, the U.S. economy is expected to slow down to 1.8%, while China’s economy may decelerate to 4.0%. In the ASEAN region, Vietnam is forecasted to achieve the highest growth rate at 5.8%, followed by the Philippines and Indonesia. Meanwhile, Thailand’s economy is expected to grow by 2.4%, which remains below the global average due to weak domestic demand and investment challenges.

The prolonged downturn in the construction industry since 2021 has been driven by various factors, as previously mentioned. However, positive signs of recovery stem from the rebound in the tourism sector and the expected increase in foreign direct investment (FDI), particularly in complex construction projects requiring specialized expertise. The growing demand for such projects is likely to result in a shortage of skilled personnel. Consequently, construction companies that can adapt effectively will have opportunities for growth in this sector over the next four to five years.

Although public and private sector projects have slowed down, certain segments continue to experience steady development, including hospitals, the electric vehicle (EV) industry, warehouses and logistics, chemical storage facilities, liquid cargo terminals, data centers, and liquefied natural gas (LNG) control stations. These sectors are expected to see increased investment. In 2025, the Company will focus primarily on bidding for projects that require specialized expertise while continuing to prioritize office buildings and hotels, despite intense competition and pricing risks. Additionally, the Company will maintain its workforce to accommodate potential special projects. At present, the Company has a backlog of over THB 6 billion and anticipates a significant increase in the first half of 2025.

By the end of 2024, the Company had a project backlog of THB 6,311 million, down 7% from the end of 2023, when it stood at THB 6,771 million. However, investments in solar energy and new project awards, including Power Purchase Agreements (PPAs) with reputable firms, are expected to drive revenue growth in 2025. The Company remains optimistic about its prospects, anticipating increased revenue from large-scale projects and strategic investments.

Additionally, due to the recovery of the tourism industry and Thailand's potential to accommodate high-spending customers through services at various tourist attractions, along with the Company considering further investments in other businesses, the Company expects its total revenue to increase in 2025 because the Company has outstanding work from large-scale projects carried over from the previous year that must be delivered in 2025, along with other factors mentioned above.

Renewable Energy Business (Subsidiary Company)

Recognizing the potential and market share of alternative energy in both Thailand and the Indochina region, as well as the increasing demand for sustainable living solutions and rising electricity costs due to surging oil prices, the Company decided to enter the alternative energy sector in 2019 by establishing a subsidiary, Christiani & Nielsen Energy Solutions Co., Ltd. (CNES).

On February 27, 2024, the Executive Committee approved an increase in the registered capital of the subsidiary from THB 10 million to THB 110 million, with the Company acquiring all newly issued common shares. As a result, the Company’s ownership stake increased from 85.00% to 98.64%. The capital increase was officially registered with the Ministry of Commerce on March 28, 2024.

At present, CNESD1 is finalizing contract terms for a solar power purchase agreement (PPA) project, which also includes a battery energy storage system (BESS) for a leading manufacturing company. This project marks a significant milestone in the expansion of the subsidiary’s renewable energy solutions.

Additionally, an EPC solar energy project for the mining and materials industry is in the final stages of negotiation. In response to the client’s request, CNESD1 has submitted an alternative proposal in the form of a PPA model. Looking ahead to 2025, the company is preparing to participate in project bids and explore new business opportunities, with over 15 potential projects from leading companies across various industries, including pharmaceuticals, chemicals, healthcare, retail, agriculture, food & beverage, as well as hospitality and tourism.

Construction Business of High-end Hotels and Resorts (Subsidiary Company)

In February 2023, the Company partnered with Mr. Julian Olds to establish Christiani & Nielsen DCM Co., Ltd. (CNDCM), in which the Company holds an 80% stake, while Mr. Julian Olds holds 20%. With over 20 years of expertise in premium real estate development and luxury hotels, particularly in Phuket, Phang Nga, Koh Samui, and Chiang Mai, CNDCM has maintained a strong reputation within this sector. The Company is deeply committed to expanding its construction business in Phuket, where CNDCM is now considered one of the most reputable and well-established firms in the industry.

The luxury residential market, particularly for high-end properties, continues to grow steadily, with the most active development areas being Bang Tao Beach, Cherng Talay Subdistrict, and Layan Beach. The Grade-A residential market in Phuket is valued at THB 337 billion and is projected to grow by 10%–20% annually over the next five years, driven by high-net-worth buyers worldwide, according to a C9Hotelworks report published in the Bangkok Post.

Leading property developer Banyan Group has announced plans to launch several high-value projects in the near future. The company aims to strengthen its collaboration with the Banyan Group following its initial involvement in the Patong Residence project at Layan Beach.

Currently, the company is constructing luxury villas and boutique condominiums at Layan Beach. Although there have been delays due to design modifications, the Company remains active in bidding for new projects worth over THB 3 billion. The company aims to secure at least one major project within Q1 2025. In the past year, CNDCM generated revenue of THB 333 million and is projected to achieve THB 600 million in revenue in 2025.

Financial Review

For 2024, the Company and its subsidiaries reported a consolidated net profit of THB 37 million, an increase of THB 17 million compared to THB 20 million in the previous year. The primary driver of this increase was an additional THB 41 million in other income, part of which resulted from the reversal of THB 50 million in doubtful debt provisions, following the settlement of a long outstanding receivable through a land transfer agreement.

Total revenue declined by THB 1,085 million (15%), from THB 7,249 million in 2023 to THB 6,164 million in 2024, primarily due to a THB 1,142 million (16%) decrease in construction revenue. This decline was attributed to the early-stage construction phases of new projects secured in 2024, where revenue recognition remains low, as well as the completion of most carried-over projects from the previous year.

The gross profit margin for 2024 was 3.88%, slightly lower than 4.03% in 2023, due to a higher average gross profit margin in projects recognized in 2023 compared to those in 2024. Consequently, gross profit decreased by THB 54 million.

Administrative expenses increased by THB 20 million, primarily due to hiring additional employees to support anticipated new construction projects in early 2025. Meanwhile, finance costs increased by THB 42 million due to working capital needs and asset investments. However, effective tax management led to a THB 52 million reduction in deferred corporate income tax expenses for 2024.

Subsidiary Performance

Renewable Energy Business
The Company’s subsidiary engaged in alternative energy sales and services including solar, wind, and other renewable energy sources reported a total revenue of THB 97 million for 2024, with a net loss of THB 23 million.

However, before finance costs, the subsidiary generated an operating profit of THB 13 million. The net loss was primarily due to loan financing for solar energy project development. The company anticipates that, once the capital structure is optimized with lower debt levels and increased equity, finance costs will decline, allowing the subsidiary to generate long-term returns.

High-End Hotel and Resort Construction Business CNDCM recorded total revenue of THB 333 million but incurred a net loss of THB 61 million. The loss was mainly due to insufficient revenue to cover operating expenses during the reporting period.

Financial Position as of December 31, 2024
As of December 31, 2024, the Company had total assets amounting to THB 6,458 million, total liabilities of THB 4,741 million, and total shareholders' equity of THB 1,717 million. Cash and cash equivalents at year-end stood at THB 130 million, reflecting a decrease of THB 41 million from THB 170 million at the beginning of the year. This change was primarily due to a net cash inflow from operating activities amounting to THB 769 million, a net cash outflow from investing activities of THB 200 million, and a net cash outflow from financing activities of THB 609 million. Despite the decline in cash balance, the Company did not experience liquidity issues, as it maintained sufficient cash reserves.

The liquidity ratio at the end of 2024 was 0.92, which was a slight decrease compared to the liquidity ratio at the end of 2023. The quick ratio, which measures the Company's ability to meet its short-term obligations without relying on inventory, decreased slightly from 0.45 to 0.35 between 2023 and 2024.

In terms of profitability and financial performance, key financial ratios improved. The Return on Equity (ROE) increased from 1.19% in 2023 to 2.18% in 2024, indicating that the Company was able to generate more profit from its shareholders' equity.

Similarly, the Return on Assets (ROA) improved from 0.31% in 2023 to 0.57% in 2024, reflecting an increase in the Company's ability to generate profit from its total assets.

The debt-to-equity ratio, which measures the proportion of debt used to finance the Company's assets relative to shareholders' equity, decreased from 2.87 in 2023 to 2.76 in 2024. This indicates a slight improvement in the Company's financial leverage, showing that the Company is using less debt relative to its equity to finance its operations.

Appropriation

The Board of Directors proposes to appropriate the earnings of the Company (per separate financial statements of Company only) for year 2024 as follows:

With hopeful expectations for an improved economic situation in the future, the Company extends its sincere gratitude to shareholders, customers, and all supporters who have demonstrated confidence and support. As representatives of the Company's board of directors, we would like to express heartfelt gratitude to the management and all employees of the Company for their hard work, dedication, sacrifices, and contributions throughout the past year.

Mr. Khushroo Kali Wadia
Chief Executive Officer

Mr. Kasemsit Pathomsak
Chairman of the Board of Directors