CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure



• The Company set the roles and responsibilities of the Board of Directors through the Charter of the Board of
Directors which specified the duties and responsibilities of the directors in determining visions, strategies,
business directions, goals, business plans, budgets, and management structures through the Company’s strategic
plan and the annual operation plan of the Board of Directors.


• The Company develops the organizational structure and divides the management structure with the Chief
Executive Officer as the top executive distributing responsibilities to executives in each department as deemed
appropriate. This helps the management to operate more efficiently.

• The Company has an operation handbook for the Human Resource Department and a policy for evaluating
the performance of employees specifying the guidelines for increasing salary and bonus for employees.
The compensation such as salary, bonus, and long-term incentive compensation is one of the strategies of
the Company and the performance measurement of employees under the rules or regulations of the Company.
The Company also has a succession policy for recruiting successors to the position of the Chief Executive Officer
and executives from department managers upward.


• The Company established written rules and regulations regarding the Company’s human resource management
which were in accordance with the requirements of the labor protection law. The Company also stipulated job
descriptions for employees at all levels to be aware of their responsibilities.

• In March 2021, the Company signed a Declaration of Intent to join the Thai Private Sector Collective Action
Coalition (CAC) in order to comply with the criteria set by the CAC to apply for certification from the CAC Council
within 18 months from the date of the declaration of intent.

Part 2 Risk Assessment


• The Company appointed 4 members of the Risk Policy Committee to be responsible for overseeing the risk
management to be in accordance with the Charter approved by the Board of Directors and appointed Head of
Enterprise Risk Management as the Secretary to the Risk Policy Committee.

• The Risk Policy Committee performed its duties through the Risk Management Committee and the management
in developing risk management plans and overseeing the risk management of each business unit.

• The Risk Management Committee monitored and reviewed the risks and risk indicators to report to the Risk
Policy Committee at least twice a year.


• The Risk Policy Committee reported the results on the implementation of risk management plans to the Board
of Directors after every meeting of the Risk Policy Meeting.

• Whistleblowing was reported to the Audit Committee for acknowledgement at least once every quarter. In case
of significant wrongdoings, they would be immediately informed.

Part 3 Control Activities


• The Company set the structure of the department, job descriptions, and work manuals in line with the characteristics
of the business of that department, including the scope of authority and duties and the credit limit of each
department at each level clearly in writing. An authority handbook was developed. The information technology
system was also put in place to support work processes as well as to help control performance.





Annual Report 2021 (Form 56-1 One-Report) 351

Business Overview and Performance Corporate Governance Financial Statements Enclosure



• The Company clearly segregated duties and responsibilities in various tasks. They can be inspected with clear
procedures in duties as follows:

(1) Approve
(2) Record accounting entries and information
(3) Handle and store assets


• The Company regularly improves new work procedures to be in line with the changing work system.

• The Company monitored and reviewed connected transactions or transactions that may cause conflict of
interest among shareholders, directors, executives, and related parties with the policy to prevent the conflict of
interest, the connected transaction policy, and the land purchase and leasing for business operation from related
person policy as a control measure to make the connected transactions or transactions that may cause conflict
of interest in accordance with the laws and regulations of SET. In case the value of the transaction reached the
specified significant criteria, before making a transaction, the management department must present the said
transaction to the Audit Committee for comments, which is treated as the arm’s length basis before proposing
to the Board of Directors who has no interest in that transaction to consider. In addition, in order to control the
operations of the subsidiaries and associates, the Company set written investment policies and policies for
overseeing the operations of subsidiaries and associates, including appointing directors or executives in those
subsidiaries or associates.

Part 4 Information and Communication


• The Company has a policy to communicate various information of the Company to personnel in any position
related to various matters through the Human Resource Department.


• The Company provides sufficient important information and delivered such information before the meeting date
for the Board of Directors’ decision-making.

• In each committee meeting, there are minutes of the meeting recording matters that the Board of Directors
approved or provided additional suggestions. The said important minutes are kept in accordance with the law.


• The Company kept all accounting documents and accounts into categories and never been informed by the
auditors that there was any flaw.


• The Company has in place a system to keep documents orderly to allow the auditors, the internal auditors and
the authorized person to have access for inspection.


• The Company’s financial statements are audited and commented by the auditors approved by SEC.

• The Company provides communication channels so that both internal and external stakeholders can report
information or clues about fraud or corruption and also set a policy to report clues about wrongdoings. The said
policy stipulates protection of people who report clues or complaints.

Part 5 Monitoring Activities


• The Company has a process to monitor compliance with the “Code of Conduct” by the Company’s Internal Audit
Department. For the subsidiaries, a Loss Prevention Department was established to oversee the orderliness,
the safety and the wrongdoing occurring within each company.



352 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



• In the case that the operating results are significantly different, the Company would organize executive meetings
for each department to find the cause of the different results and assess the situation to find an immediate solution
and would report progress of corrective actions at the next executive committee meeting.

• The Company established criteria for reporting cases from the Legal Department, which must be reported to
the Audit Committee and the Board of Directors for acknowledgment. The guidelines are regularly reviewed
and updated.


• The Company assigns the internal auditor to report the audit results directly to the Audit Committee regularly,
and the Audit Committee emphasizes on continuous personnel development of the Internal Audit Department,
which can be seen from having external consultant to undertake the Quality Assurance Review (QAR).


• The Company has a policy for the management to report immediately to the Board of Directors in case of frauds
or suspicious behaviors of serious corruptions, practices that violated the law or any other unusual actions which
may affect the reputation and financial status of the Company significantly. Such case may be initially reported
verbally and there would be a follow-up report in writing for presentation


Head of Internal Audit
The Company’s Internal Audit Department directly reported to the Audit Committee. The department is responsible
for overseeing the independence, the efficiency, and the effectiveness of the internal audit operations. The Audit
Committee Meeting No. 1/2019, held on 28 March 2019, resolved to appoint Mr. Phisoot Suksangthip as Head of
Internal Audit since he possessed complete and sufficient knowledge and experience according to the qualifications
specified in the Charter of Internal Audit Department to control such operations. However, the consideration and
approval of appointment, removal, and transfer of Head of Internal Audit of the Company must be approved by
the Audit Committee. The qualifications of Head of Internal Audit can be found in Enclosure 3.















































Annual Report 2021 (Form 56-1 One-Report) 353

Business Overview and Performance Corporate Governance Financial Statements Enclosure


9.2 Connected Transaction


Persons who might be involved in a conflict of interest


Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
Director ,on the date of transaction
(1)
1. Mr. Suthichai Chirathivat (Mr. Suthichai) -
(ended of 25 November 2021)
2. Mr. Suthikiati Chirathivat (Mr. Suthikiati) - Director
Director, on the date of transaction (starting
(2)
3. Mr. Sudhitham Chirativat (Mr. Sudhitham) -
on 21 December 2021)
4. Mr. Suthipand Chirathivat (Mr. Suthipand) - Director
5. Mrs. Yuwadee Chirathiwat (Mrs. Yuwadee) - Director

6. Mr. Suthilaksh Chirathivat (Mr. Suthilaksh) - Director
7. Mr. Prin Chirathivat (Mr. Prin) - Director
8. Mr. Tos Chirathivat (Mr. Tos) - Director

9. Mr. Pichai Chirathivat (Mr. Pichai) - Director
Brother of 5 Directors of the Company
including (1) Mr. Suthichai (on the
10. Mr. Sudhisak Chirathivat - transaction date), (2) Mr. Suthikiati,
(3) Mr. Sudhitham, (4) Mr. Suthipand and
(5) Mr. Suthilaksh
Brother of 5 Directors of the Company
including (1) Mr. Suthichai (on the
11. Mr. Suthichart Chirativat - transaction date), (2) Mr. Suthikiati,
(3) Mr. Sudhitham, (4) Mr. Suthipand and
(5) Mr. Suthilaksh

Brother of 5 Directors of the Company
including (1) Mr. Suthichai (on the
12. Mr. Suthidech Chirathivat - transaction date), (2) Mr. Suthikiati,
(3) Mr. Sudhitham, (4) Mr. Suthipand and
(5) Mr. Suthilaksh
Brother of 5 Directors of the Company
including (1) Mr. Suthichai (on the
13. Mr. Suthipak Chirativat - transaction date), (2) Mr. Suthikiati,
(3) Mr. Sudhitham, (4) Mr. Suthipand and
(5) Mr. Suthilaksh
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the
14. Khunying Suchitra Mongkolkiti - transaction date), (2) Mr. Suthikiati,
(3) Mr. Sudhitham, (4) Mr. Suthipand and
(5) Mr. Suthilaksh

Remarks: Begin the Company’s director until 25 November 2021
(1)
(2) Appointed as the Company’s director on 21 December 2021










354 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
15. Mrs. Sukanya Promphan -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
16. Mrs. Supatra Chirathivat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
17. Ms. Achara Chirativat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
18. Ms. Piyaphan Chirathivat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
19. Ms. Busaba Chirathivat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh

Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
20. Ms. Wallaya Chirathivat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh

Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
21. Mrs. Nathaya Chirathivat
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Sister of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
22. Ms. Jariya Chirathivat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Brother of 5 Directors of the Company
including (1) Mr. Suthichai (on the transaction
23. Mr. Suthisarn Chirathivat -
date), (2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthipand and (5) Mr. Suthilaksh
Wife of the Director or Mr. Suthichai
24. Mrs. Oranee Chirathivat -
(on the transaction date)
Son of the Director or Mr. Suthichai
25. Mr. Naratha Chirathivat -
(on the transaction date)
Daughter of the Director or Mr. Suthichai
26. Ms. Sansana Chirathivat -
(on the transaction date)
Daughter of the Director or Mr. Suthichai
27. Ms. Rvisra Chirativat -
(on the transaction date)
Son of the Director or Mr. Suthichai
28. Mr. Davis Chirathivat -
(on the transaction date)
29. Mr. Theeradech Chirathivat - Son of the Director or Mr. Suthikiati

30. Mr. Theerayut Chirathivat - Son of the Director or Mr. Suthikiati

Annual Report 2021 (Form 56-1 One-Report) 355

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
31. Mr. Theerakiati Chirathivat - Son of the Director or Mr. Suthikiati

32. Mrs. Somkamol Chirathivat - Daughter of the Director or Mr. Suthikiati
33. Mr. Patsarakorn Chirathivat - Son of the Director or Mr. Suthikiati

Sister of 3 Directors including
34. Ms. Arunee Chirathivat -
(1) Mrs. Yuwadee, (2) Mr. Prin, and (3) Mr. Tos
Sister of 3 Directors including
35. Mrs. Nitsinee Chirathivat -
(1) Mrs. Yuwadee, (2) Mr. Prin, and (3) Mr. Tos
Sister of 3 Directors including
36. Mrs. Sirikate Chirakiti -
(1) Mrs. Yuwadee, (2) Mr. Prin, and (3) Mr. Tos
Sister of 3 Directors including
37. Ms. Netanong Chirathivat -
(1) Mrs. Yuwadee, (2) Mr. Prin, and (3) Mr. Tos
Brother of 3 Directors including
38. Mr. Kriengsakdi Chirathivat -
(1) Mrs. Yuwadee, (2) Mr. Prin, and (3) Mr. Tos
Sister of 3 Directors including
39. Mrs. Sakolsri Maleenon -
(1) Mrs. Yuwadee, (2) Mr. Prin, and (3) Mr. Tos
Son of the Director or Mr. Sudhitham
40. Mr. Ton Chirathivat -
Chirativat
Daughter of the Director or Mr. Sudhitham
41. Ms. Juthatham Chirathivat -
Chirativat
42. Mr. Chodok Bhicharnchitr - Son of the Director or Mrs. Yuwadee

43. Mr. Barom Bhicharnchitr - Son of the Director or Mrs. Yuwadee
44. Ms. Woraluksanai Bhicharnchitr - Daughter of the Director or Mrs. Yuwadee
45. Mr. Watt Chirathivat - Brother of the Director or Mr. Pichai

46. Mr. Kobchai Chirathivat - Brother of the Director or Mr. Pichai
The companies of which major shareholder is the person who might be involved in a conflict of interest
(Other Groups of Companies)
The following directors of the Company
directly hold the shares:
(1) Mr. Tos directly holds 35% of the shares,
47. SALA Phuket Company Limited Hospitality
(2) Mr. Suthilaksh directly holds 25% of the
shares and
(3) Mr. Prin directly holds 15%

The following directors of the Company
directly hold the shares:
(1) Mr. Tos directly holds 21% of the shares,
48. Sala Rattanakosin Company Limited Hospitality
(2) Mr. Pichai directly holds 18% of the
shares and
(3) Mr. Prin directly holds 12.5%














356 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
Directors of the Company, (1) Mr. Tos and
relevant persons and (2) Mr. Suthilaksh,
indirectly hold the shares through SALA
Samui Company Limited and Samui Laem
49. Sapsaimanee Company Limited Hospitality Samrong Company Limited directly holds
55% and 40% of the shares respectively.
One of its Board of Directors member is
the same as the Company’s, which is
Mr. Suthilaksh.

Director, on the date of transaction (ended of
Vegetable
Plaengpak Thammachart Company 15 March 2019)
50. and Fruit
Limited Brother of Directors of the Company,
Supplies
Mr. Suthisarn, directly holds 50% of the shares.
Director, on the date of transaction (ended of
15 March 2019)
51. Five Senses Company Limited Hospitality
Brother of Directors of the Company,
Mr. Suthisarn, directly holds 20% of the shares.
The following directors of the Company
directly hold the shares: Mr. Tos and
relevant persons directly hold 50% of the
52. Jindatawee Company Limited Hospitality shares
One of its Board of Directors members are
the same as the Company’s, which is
Mr. Tos.
The following directors of the Company
directly hold the shares:
(1) Mr. Prin directly holds 20% of the shares,
53. Osodtong Company Limited Hospitality (2) Mr. Tos directly holds 20% of the shares,
and
(3) Mrs. Yuwadee directly holds 10% of the
shares.
A director of the Company,
(1) Mr. Suthilaksh, directly holds 20% of
the shares.
54. Terra Cottage Company Limited Hospitality
One of its Board of Directors members
is the same as the Company’s, which is
Mr. Suthilaksh.
A director of the Company, Mr. Suthilkiati,
indirectly holds the shares via Post
International Media Company Limited
Publishing
55. Bangkok Post-Bauer Company Limited which directly holds 70.12% of the shares.
Media
One of its Board of Directors members is
the same as the Company’s, which is
Mr. Suthikiati.
A director of the Company, Mr. Suthilaksh,
directly holds 10.8% of the shares.
56. Food Passion Company Limited Restaurant One of its Board of Directors members is
the same as the Company’s, which is
Mr. Suthilaksh.







Annual Report 2021 (Form 56-1 One-Report) 357

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
A director of the Company, Mr. Suthilaksh,
directly holds 15% of the shares.
57. Stork (Thailand) Company Limited Restaurant One of its Board of Directors members is
the same as the Company’s, which is
Mr. Suthilaksh.

Car Care
Service
and Supply A director of the Company, Mr. Prin, directly
58. F.T. Sales And Servic Company Limited
of Auto holds 10% of the shares.
Parts and
Accessories

The following directors of the Company
directly hold the shares:
(1) Mr. Prin directly holds 17.5% of the shares,
59. Pingsuwan Company Limited Hospitality
(2) Mr. Tos directly holds 17.5% of the shares,
and (3) Mrs. Yuwadee directly holds 10% of
the shares.
A director of the Company, Mr. Pichai,
Audio Disc directly holds 99.98% of the shares.
60. SpicyDisc Company Limited Supply One of its Board of Directors members is
the same as the Company’s, which is
Mr. Pichai.

Computer
System
Siblingds of Directors of the Company,
Services
61. RIS Company Limited (“RIS”) Mrs. Sirikate Chirakiti, directly holds 10% of
and Selling
the shares.
Computer
Equiptments
Software
Development Son Directors of the Company, Mr. Chodok
Terasoft Solutions Development
62. or program Bhicharnchitr who directly holds 100% of
Companny Limited
for sale or the shares.
rent
A director of the Company, Mr. Pichai
Chirathivat, directly holds 99.98% of
Selling
the shares.
63. Spaghetti Factory Company Limited food and
One of its Board of Directors members is
beverage
the same as the Company’s, which is
Mr. Pichai.
The following directors of the Company
directly hold the shares:
Selling
(1) Mr. Prin Chirathivat directly holds 10% of
64. The Little Kitchen Company Limited food and
the shares and
beverage
(2) Mrs. Yuwadee Chirathivat directly holds
10% of the shares.












358 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is Vacation Club
Company Limited which directly holds
69.70% of the shares.
The following directors of the Company
Samui Laem Samrong Company
65. Hospitality directly hold the shares:
Limited
(1) Mr. Suthilaksh Chirathivat directly holds
5.46% of the shares and
(2) Mr. Tos directly holds 5.46% of the
shares.

The major shareholder is Bangkok Post
Public Company Limited which directly
Post International Media Company holds 100% of the shares.
66. Advertising
Limited One of its Board of Directors members is
the same as the Company’s, which is
(1) Mr. Suthikiati

Selling Siblingds of Directors of the Company,
67. Flour Shoppe Company Limited bakery and Mrs. Arunee Chirakiti, directly holds 50%
beverage of the shares.
A director of the Company, Mr. Pichai
Selling Chirathivat, directly holds 99.98% of
68. 68. Sakura Restaurant Company Limited food and the shares.
beverage One of its Board of Directors members is
the same as the Company’s, which is Mr. Pichai
Harng Central Department Store Limited (HCDS) and Its Subsidiaries called together with HCDS
as the HCDS Group
Holding
Company
and The major shareholder of the Company
Provider of directly holding 35.06 % of the Company’s
Service and shares
Consultation Six of its Board of Directors members are
Harng Central Department Store
69. regarding the same as the Company’s including
Limited (HCDS)
Management (1) Mr. Suthichai (on the transaction date),
of Business, (2) Mr. Suthikiati,
Asset, and (3) Mr. Sudhitham (4) Mr. Suthilaksh,
Operation (5) Mr. Prin and (6) Mr. Tos.
to the
Subsidiaries
The major shareholder is HCDS which
directly holds 100% of the shares.
Central Food Retail Ratchada Company Holding Real
70. Two of its Board of Directors members are
Limited Estate
the same as the Company’s including (1)
Mr. Prin and (2) Mr. Tos.
The major shareholder is HCDS which
directly holds 100% of the shares.
Central Embassy Hotel Company Four of its Board of Directors members are
71. Hospitality
Limited the same as the Company’s including
(1) Mr. Suthilaksh, (2) Mrs. Yuwadee,
(3) Mr. Prin and (4) Mr. Tos.







Annual Report 2021 (Form 56-1 One-Report) 359

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS which
directly holds 100% of the shares.
Real Estate Four of its Board of Directors members are
72. Overseas Fashions Company Limited Holding the same as the Company’s including
Company (1) Mr. Suthichai (on the transaction date),
(2) Mr. Sudhitham (3) Mrs. Yuwadee and
(4) Mr. Prin.
The major shareholder is HCDS indirectly
holding shares via Overseas Fashions
Fashion Company Limited which directly holds
Overseas Fashions Joint Stock
73. Retail in 100% of the shares.
Company
Vietnam On the date of this document issuance,
Overseas Fashions Joint Stock Company is
no longer operating.
The major shareholder is HCDS which
directly holds 100% of the shares.
Holding Real Four of its Board of Directors members are
74. CRC Property Company Limited
Estate the same as the Company’s including
(1) Mr. Suthilaksh, (2) Mrs. Yuwadee,
(3) Mr. Prin and (4) Mr. Tos.
The major shareholder is HCDS which
Real Estate
directly holds 100% of the shares.
75. CRC Power Retail Company Limited Holding
Three of its Board of Directors members are
Company
the same as the Company’s including
Warehouse, The major shareholder is HCDS indirectly
Goods holding shares via CRC Power Retail
Distribution Company Limited which directly holds 50%
Central WHA Alliance Company
76. Center, and of the shares.
Limited
Facilities One of its Board of Directors members are
Project the same as the Company’s, which is
Developer Mr. Prin.
The major shareholder is HCDS which
Real Estate directly holds 100% of the shares.
77 Teenee Khonkhaen Company Limited Holding One of its Board of Directors members are
Company the same as the Company’s, which is
Mr. Prin.

The major shareholder is HCDS which
Real Estate directly holds 100% of the shares.
78. Teenee Wongsawang Company Limited Holding One of its Board of Directors members are
Company the same as the Company’s, which is
Mr. Prin.
The major shareholder is HCDS which
directly holds 100% of the shares.
Two of its Board of Directors members are
Central Wealth Solution Mutual Fund Mutual Fund the same as the Company’s, which are
79.
Brokerage Securities Company Limited Broker (1) Mr. Suthilaksh and (2) Mr. Parin.
The Company’s management, Mr. Piya
Nguiakaramahawongse (Mr. Piya), holds
the position of director.







360 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS which
directly holds 100% of the shares.
Four of its Board of Directors members are
Holding
80. Evergrow Asia Ltd. the same as the Company’s, which are
Company
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthilaksh, (3) Mr. Prin and
(4) Mr. Tos.
The major shareholder is HCDS indirectly
holding shares via Evergrow Asia Ltd. which
Holding directly holds 100% of the shares.
81. Baby Kiko Sdn. Bhd.
Company Two of its Board of Directors members are
the same as the Company’s, which are
(1) Mr. Prin and (2) Mr. Pichai.

The major shareholder is HCDS which
directly holds 100% of the shares.
Holding
82. ANIR One Ltd. Two of its Board of Directors members are
Company
the same as the Company’s, which are
(1) Mr. Prin and (2) Mr. Tos.
Department The major shareholder is HCDS indirectly
83. Illum A/S Store Retail in holding shares via CRC Luxembourg S.a.r.l.
Denmark which directly holds 99.46% of the shares.
The major shareholder is HCDS indirectly
holding shares via CRC Luxembourg S.a.r.l.
Real Estate
which directly holds 100% of the shares.
84. Rina Estate Italia S.r.l. Holding
Three of its Board of Directors members are
Company
the same as the Company’s, which are
(1) Mrs. Yuwadee, (2) Ms. Parin and (3) Mr. Tos.
The major shareholder is HCDS indirectly
holding shares via CRC Luxembourg S.a.r.l.
Real Estate
which directly holds 88.70% of the shares.
85. Lagrange Estate S.r.l. Holding
Three of its Board of Directors members are
Company
the same as the Company’s, which are
(1) Mrs. Yuwadee, (2) Ms. Parin and (3) Mr. Tos.
The major shareholder is HCDS indirectly
holding shares via CRC Luxembourg S.a.r.l.
which directly holds 99.98% of the shares.
Department Two of its Board of Directors members are
86. PT Central Retail Indonesia Store in the same as the Company’s, which are
Indonesia (1) Mrs. Yuwadee and (2) Mr. Prin.
On the date of this document issuance,
Overseas Fashions Joint Stock Company is
liquidated.
The major shareholder is HCDS indirectly
Holding
87. CGE Invesment Limited holding shares via CRC Luxembourg S.a.r.l.
Company
which directly holds 100% of the shares.
The major shareholder is HCDS indirectly
holding shares via The KaDeWe Group
Department
Holding GmbH directly holding 100% of
88. The KaDeWe Group GmbH Store Retail in
the shares whose shares are indirectly held
German
by HCDS via CRC Luxembourg S.a.r.l.
which directly holds 50.10% of its shares.


Annual Report 2021 (Form 56-1 One-Report) 361

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS which
directly holds 100% of the shares.
Casualty One of its Board of Directors members are
Central Insurance Services Company
89. Insurance the same as the Company’s, which is
Limited
Broker Mr. Tos.
The Company’s management, Mr. Piya,
holds the position of director.
The major shareholder is HCDS which
indirectly holds 100% of the shares.
Seven of its Board of Directors members are
Real Estate
Bangna Department Store Company the same as the Company’s including
90. Holding
Limited (1) Mr. Suthichai (on the transaction date),
Company
(2) Mr. Suthikiati, (3) Mr. Sudhitham,
(4) Mr. Suthilaksh (5) Mrs. Yuwadee,
(6) Mr. Prin and (7) Mr. Tos.
The major shareholder is HCDS which
Retail Done directly holds 100% of the shares.
via Online Not recognized as conflicted of Interest as
91. Z Retail Tech Company Limited Channel at the date of this document issuance,
and Trading Z Retail Tech Company Limited had changed
Medium the major shareholders to CHAI ADVISORY
LIMITED, holding 100% of the shares
The major shareholder is HCDS which
directly holds 100% of the shares.
Gift Voucher Four of its Board of Directors members are
92. Central Payment Company Limited
Supplier the same as the Company’s including
(1) Mr. Suthilaksh, (2) Mrs. Yuwadee,
(3) Mr. Prin and (4) Mr. Tos.
The major shareholder is HCDS which
Reward Point
directly holds 100% of the shares.
Trade and
93. The 1 Central Company Limited One of its Board of Directors members are
Relevant
the same as the Company’s, which are
Services
(1) Mr. Prin.
The major shareholder is HCDS indirectly
Restaurants
holding shares via Onward Holding
94. Dining Sensations Company Limited and Fine
Company Limited which directly holds
Dining
100% of the shares
The major shareholder is HCDS indirectly
holding shares via Dining Sensations
Company Limited which directly holds
100% of the shares.
Seven of its Board of Directors members are
Business and
Central People Development Center the same as the Company’s including
95. Conference
Company Limited (1) Mr. Suthichai (on the transaction date),
Service
(2) Mr. Suthikiati, (3) Mr. Sudhitham,
(4) Mr. Suthilaksh, (5) Mrs. Yuwadee,
(6) Mr. Prin, (7) Mr. Tos, (8) Mr.Pichai, and
(9) Mr. Yol, The Company’s management,
Mr. Piya, holds the position of director.







362 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
Ownership
of Trademark The major shareholder is HCDS indirectly
96. Central Retail International Ltd. Registered holding shares via San Simeon Investment Ltd.
in Foreign which directly holds 100% of the shares.
Countries

The major shareholder is HCDS which
directly holds 74.92 of the shares and
indirectly holds the shares via Tiang
Chirathivat Company Limited which directly
Real Estate
holds 25.08% of the shares.
97. Suannaklua Company Limited Holding
Four of its Board of Directors members are
Company
the same as the Compa-ny’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Prin.

The major shareholder is HCDS which
directly holds 69.71% of the shares.
Five of its Board of Directors members are
Central Garment Factory Company Fashion
98. the same as the Company’s including
Limited Manufacturing
(1) Mr. Suthichai(on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Pin, (4) Mr. Tos and
(5) Mr. Pichai.
The major shareholder is HCDS which
directly holds 48.77 of the shares and
indirectly holds the shares via Tiang
Chirathivat Company Limited which
directly holds 41.21% of the shares and CDS
Real Estate
Holding Company Limited which directly
99. Central Thonburi Company Limited Holding
holds 10.02% of the shares.
Company
Five of its Board of Directors members are
the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Suthilaksh, (4) Mr. Prin
and (5) Mr. Tos.

The major shareholder is HCDS which
directly holds 45.57 of the shares and
indirectly holds the shares via Tiang
Chirathivat Company Limited which directly
Real Estate
Central Marketing Group Intertrade holds 54.43% of the shares.
100. Holding
Company Limited Four of its Board of Directors members are
Company
the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Sudhitham (3) Mr. Suthilaksh and
(4) Mr. Prin.

















Annual Report 2021 (Form 56-1 One-Report) 363

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS which
directly holds 71.00 of the shares and
indirectly holds the shares via Central
Garment Factory Company Limited which
Real Estate
directly holds 29% of the shares.
101. Prin Intertrade Company Limited Holding
Five of its Board of Directors members are
Company
the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Prin, (4) Mr. Tos
and (5) Mr. Pichai.
Retail Done
The major shareholder is HCDS which
via Online
Central JD Commerce Company directly holds 41.74% of the shares.
102. Channel
Limited It has the same director with the Company
and Trading
which is Mr. Yol.
Medium
The major shareholder is HCDS indirectly
holding shares via Central JD Fintech
Company Limited which directly holds
Electronic
100% of the shares.
Payment
103. Central JD Money Company Limited Two of its Board of Directors members are
System
the same as the Company’s, which are
Service
(1) Mr. Prin and (2) Mr. Yol.
The Company’s management, Mr. Piya,
holds the position of director.
The major shareholder is HCDS indirectly
holding shares via Central Thonburi
Company Limited which directly holds
Restaurants
61.11% of the shares.
104. C.D.S. Restaurant Company Limited and Fine
Three of its Board of Directors members are
Dining
the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati and (3) Mr. Suthilaksh.
The major shareholder is HCDS which
directly holds 29.84% of the shares.
Six of its Board of Directors members are
Real Estate
the same as the Company’s including
105. Tiang Chirathivat Company Limited Holding
(1) Mr. Suthichai (on the transaction date),
Company
(2) Mr. Suthikiati, (3) Mr. Sudhitham
(4) Mr. Suthilaksh, (5) Mr. Prin and
(6) Mr. Tos.
The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
Real Estate 100% of the shares.
106. Ploenruedee Company Limited Holding Five of its Board of Directors members are
Company the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Sudhitham, (3) Mr. Suthilaksh,
(4) Mr. Prin and (5) Mr. Tos.








364 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
Real Estate 100% of the shares.
107. Paton 1 Company Limited Holding Four of its Board of Directors members are
Company the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Pin.

The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
Real Estate 100% of the shares.
108. Paton 2 Company Limited Holding Four of its Board of Directors members are
Company the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Pin.
The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
Real Estate 100% of the shares.
109. Paton 3 Company Limited Holding Four of its Board of Directors members are
Company the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Prin.

The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Real Estate Company Limited which directly holds
110. Vivify Company Limited Holding 100% of the shares.
Company Two of its Board of Directors members are
the same as the Company’s, which are
(1) Mr. Suthilaksh and (2) Mr. Prin.

The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
Real Estate 99.98% of the shares.
111. Phuket Hill Resort Company Limited Holding Four of its Board of Directors members are
Company the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Prin.
The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited and varios subsiadiaries
with multiple steps along the line
Real Estate
The initial shareholder company is
112. Frederick World Sales Company Limited Holding
Chakkrawat Holding Company Limited
Company
who directly holds 99.97% of the shares.
One of its Board of Directors members are
the same as the Company’s, which is
Mr. Prin.


Annual Report 2021 (Form 56-1 One-Report) 365

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
Real Estate 99.78% of the shares.
Central Condominium Company
113. Holding Four of its Board of Directors members are
Limited
Company the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Prin.

The major shareholder is HCDS indirectly
holding shares via Tiang Chirathivat
Company Limited which directly holds
37.62% of the shares.
The following directors of the Company
directly hold the shares:
(1) Mr. Sudhitham directly holds 9.6%
114. The Vintage Club Company Limited Golf Club
of the shares;
(2) Mr. Suthilaksh directly holds 9.6%
of the shares;
(3) Mr. Tos directly holds 9.6% of the shares.
Two of its Board of Directors members are
the same as the Company’s, which are
(1) Mr. Suthilaksh and (2) Mr. Prin.

The major shareholder is HCDS which
directly holds 29.25 of the shares and
indirectly holds the shares via Tiang
Chirathivat Company Limited which directly
holds 70.75% of the shares.
115. Cha-am Seaview Company Limited Hospitality
Four of its Board of Directors members are
the same as the Company’s including
(1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati, (3) Mr. Suthilaksh and
(4) Mr. Prin.
The major shareholder is HCDS which
directly holds 25% of the shares.
Real Estate Five of its Board of Directors members are
116. Centerl Inter Pattana Company Limited Holding the same as the Company’s including
Company (1) Mr. Suthichai (on the transaction date),
(2) Mr. Suthikiati (3) Mr. Suthilaksh,
(4) Mr. Prin and (5) Mr. Tos.
The major shareholder is HCDS which
Fashion
directly holds 12.00 of the shares and
Siam Retail Development Company Island
117. indirectly holds the shares via Square Ritz
Limited Department
Plaza Company Limited which directly
Store
holds 25% of the shares.
The major shareholder is Chakkrawat
Selling Holding Company Limited which directly
118. Peter and Jannie Company Limited
clothes holds 99.98% of the shares. (Completion of
liquidation 17 November 2019)








366 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Nature of
Persons or juristic persons who might be
Business Relations with the Company
involved in a conflict of interest
Operation
The major shareholder is HCDS which
Other retail
directly holds 99.99% of the shares.
Central Tham Social Enterprise sale in non-
119. Two of its Board of Directors members are
Company Limited specialized
the same as the Company’s, which are
stores
(1) Mr. Prin and (2) Mr. Pichai.
Renting
and leasing The major shareholder is HCDS indirectly
of other holding shares via Tiang Chirathivat
120. Up Front Company Limited
personal and Company Limited which directly holds
household 99.99% of the shares.
goods





































































Annual Report 2021 (Form 56-1 One-Report) 367

Business Overview and Performance Corporate Governance Financial Statements Enclosure


Transactions between the Company and its subsidiaries

with persons or companies which may have conflict of interest

Transactions between the Company and its subsidiaries with persons or companies which may have conflict of
interest during the year ended 31 December 2019, 2020 and 2021 can be concluded as follows:
(These following transactions are excluded effect of TFRS16: Leases)

1) Rental of land, building, and space in building


Persons or Companies Transaction value (Baht : Million) Necessity and
Audit Committee’s
which may have rationale of
conflict of interest Transaction 2019 2020 2021 transactions Opinion
1.1 Rental land, building, and space in building and other services expense
HCDS Group: Rental and 2,395.70 2,229.33 2,158.50 The Group lease and/or Transac tions are
− Harng Central service sublease land, building, business supp or t
Department Store Limited expenses and space in building, transactions of the
− Tiang Chirathivat including car park area, Group. Rates of rental
Company Limited and other relevant are agreed between
− Central Embassy Hotel services from HCDS to parties which are
Company Limited establish branches, stores, c omp arable with
− Overseas Fashions offices, or warehouses. market prices or lower
Company Limited Mostly, period of land than nearby property
− Central WHA Alliance lease agreements is and third-party rates.
Company Limited long-term period which is The Group has usual
− Bangna Department Store 30 years. Period of building business practice
Company Limited and space in building following the condition
− CRC Power Retail leased agreements are of general trading.
Company Limited not more than 3 years for Therefore, transactions
− Siam Retail Development short-term contracts and are reasonable and
Company Limited from 3 to 30 years for long- beneficial to the Group.
− Central Condominium term contracts. The Group
Company Limited has leased land, building,
− Prin Inter Trade Company and space in building
Limited which located in good,
− Teenee Wongsawang c on venienc e and
Company Limited well-known locations.
− Central Garment Factory The Group has leased
Company Limited these properties for a
− Vivi file Company Limited long time and considered
− Central Good Retail that it would be difficult
Ratchada Company to find other locations
Limited which had similar spec
− Centerl Inter Pattana and size. Therefore, the
Company Limited Group decided to continue
− Suannaklua Company leasing them.
Limited
− Ploenruedee Company Rates of rental and
Limited c onditions of lease
agreements were
− Phuket Hill Resort
Company Limited agreed b etween
− Z Retail Tech Company parties. Rental rates are
Limited comparable to market
− Cha-am Seaview prices or lower than
nearby property rates.
Company Limited
− Teenee Khonkhaen However, currently, the
Company Limited group has Business
− Rina Estate Italia S.r.l. development Department
− Lagrange Estate S.r.l. (BD) who is responsible
for procurement, market
− CRC Property Company
Limited price checking, comparing
− Central Marketing Group rental rate with nearby
Intertraie Co., Ltd. properties and negotiating
− Central Insurance Services on rental rates and
conditions with lessors
Company Limited
to get suitable rate and
achieve objectives of
leasing.



368 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million) Necessity and
Audit Committee’s
which may have rationale of
conflict of interest Transaction 2019 2020 2021 transactions Opinion
1.1 Rental land, building, and space in building and other services expense (Cont.)

COL Group: Rental and 9.85 13.35 1.16 Business units lease Transac tions are
service buildings from COL Group leasing properties
(CRC group acquired COL expenses to be warehouses and rent transac tions for
Group as subsidiaries in space in buildings from bussiness operation
February 2021. Therefore, COL Group to arrange of the Group. Rates
in 2 021, there were events. Rental rates are of rental are agreed
transactions in January 2021 agreed with market prices between parties which
only.) or lower than market are comparable with
prices. market prices or lower
than market prices. As
a result, transactions
are reasonable and
beneficial to the Group.
Other related companies Rental and 4.03 2.09 1.59 Business units rent space Transac tions are
Group: service in building and land for business supp or t
expenses short-term period of 3 transactions of the
− Sapsaimanee Company years. Rental rates are Group. Rates of rental
Limited comparable to market are c omp arable
− Terra Cottage Company price of nearby areas. with market prices.
Limited Therefore, transactions
are reasonable and
beneficial to the Group.
1.2 Rental land, building, and space in building and other services income
HCDS Group: Rental and 81.14 67.13 73.25 HCDS Group lease spaces Other related companies
− Harng Central service in buildings for offices Group lease buildings
Department Store Limited income and restaurant business from business units to
− C.D.S. Restaurant from many business units. launch branches for
Company Limited Lease agreements are restaurant and car
− Tiang Chirathivat short-term period which care. Lease agreements
Company Limited are not more than 3 years. are short-term period
− Central Embassy Hotel Rental rates and conditions which are not more
Company Limited are comparable with than 3 years. Rental
− Overseas Fashions Joint nearby area or do not rates and conditions
Stock Company cause any disadvantages are comparable to other
− Central People to the Group. nearby tenants.
Development Center
Company Limited
− Central JD Commerce
Company Limited
− Central Insurance Services
Company Limited
− The 1 Central Company
Limited
− Frederick World Sales
Company Limited
− Peter and Jinnie
Company Limited
− Illum A/S
− KaDaWe Group GmbH
− Lagrange Estate S.R.L.
− Rina Estate Italia S.r.l.
− Central Garment Factory
Company Limited
− Teenee Wongsawang
Company Limited














Annual Report 2021 (Form 56-1 One-Report) 369

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million) Necessity and
Audit Committee’s
which may have rationale of
conflict of interest Transaction 2019 2020 2021 transactions Opinion
1.2 Rental land, building, and space in building and other services income (Cont.)

COL Group: Rental and 267.65 226.82 20.72 COL Group lease spaces Transactions are leasing
service to launch stores in properties transactions
(CRC group acquired COL income department stores. Lease which can attract more
Group as subsidiaries in agreements are short-term customers to come to
February 2021. Therefore, period which are not more department stores and
in 2021, there were than 3 years. Moreover, support the Group’s
transactions in January COL group occasionally operation. Rental rates
2021 only.) lease spaces to arrange and conditions are
events. Rental rates and comparable with nearby
conditions are complied area or do not cause
with market prices and any disadvantages to
can be comparable to the Group. Therefore,
other main tenants and transac tions are
other nearby tenants. reasonable and
beneficial to the Group.
As COL group lease
spaces to launch stores,
the Group have variety of
products to attract more
customers to department
stores. Moreover, COL
group also operate many
brands which are popular
and famous among
customers. Therefore, the
Group can fulfill all their
customers’ needs and
these leased out of spaces
to COL group would be
beneficial to the Group.

Other related companies Rental and 18.99 16.87 13.54 Other related companies Other related companies
Group: service Group lease buildings Group lease buildings
− Food Passion Company income from business units to from business units to
Limited launch branches for launch branches for
− F.T. Sales and Service restaurant and car care. restaurant and car care.
Company Limited Lease agreements are Lease agreements are
− Stork (Thailand) Company short-term period which short-term period which
Limited are not more than 3 years. are not more than 3
− SpicyDisc Company Rental rates and conditions years. Rental rates
Limited are comparable to other and conditions are
nearby tenants. comparable to other
nearby tenants.
































370 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



2) Trading
Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion

2.1 Sales of goods
HCDS Group: Revenue 114.99 108.32 100.30 Companies in HCDS group Transactions are normal
− Central JD Commerce from sales purchased goods from many c ourse of business
Company Limited of goods business units with prices transactions and do not
− PT Central Retail Indonesia and conditions complying to cause any disadvantages
Co., Ltd trading agreement. The Group to the Group. This might
− Central Garment Factory consider that trading prices do lead to increasing in
Company Limited not cause any disadvantages sales and bargaining
− Harng Central to the Group and prices power over suppliers.
Department Store Limited are comparable to other As a result, transactions
− Tiang Chirathivat companies. are reasonable and
Company Limited beneficial to the Group.
− Central Embassy Hotel
Company Limited
− Central People
Development Center
Company Limited
− Central Insurance Services
Company Limited
− Central Tham Social
Enterprise Company
Limited
− The 1 Central Company
Limited
− Teenee Wongsawang
Company Limited
− Ploen Ruedee Company
Limited
− C.D.S Restaurant Co., Ltd.
− Central Marketing Group
Intertraie Co., Ltd.

COL Group: Revenue 182.59 106.01 8.55 COL Group purchased goods Transactions are normal
from sales in large quantities from the c ourse of business
(CRC group acquired COL of goods Group’s business units for transactions and do not
Group as subsidiaries business operation with general cause any disadvantages
in February 2021. Therefore, trading prices and conditions. to the Group. This might
in 2021, there were transactions The Group consider that lead to increasing in
in January 2021 only.) trading prices do not cause sales and bargaining
any disadvantages to the power over suppliers.
Group. Moreover, the Group As a result, transactions
do not need to invest in sales are reasonable and
promotion campaigns. These beneficial to the Group.
transitions also lead to increase
in sales, bargain power over
suppliers, and get more trade
discounts from suppliers.

























Annual Report 2021 (Form 56-1 One-Report) 371

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion
2.1 Sales of goods (Cont.)

Other related companies Revenue 0.45 7.62 2.44 Other related companies Group Transactions are normal
Group: from sales purchased building construction c ourse of business
− Five Senses Company of goods supplies, home and garden transactions. Prices and
Limited equipment, and alcoholic conditions are normal
− Jindatawee Company beverages from business units and can be comparable
Limited with prices and conditions that to other companies.
− Osodtong Company can be comparable to other Therefore, transactions are
Limited companies. reasonable and beneficial
− Sala Rattanakosin to the Group.
Company Limited
− Sala Phuket Company
Limited
− The Vintage Club
Company Limited
− Plaengpak Thammachart
Company Limited
− Spaghetti Factory Co., Ltd.
− Sakura Restaurant
Company Limited
− F.T. Sales and Service
Company Limited

2.2 Purchase of goods
HCDS Group: Purchase of 3.39 - - Business unit purchased mobile Transactions are normal
− Central JD Commerce goods phones which are imported from c ourse of business
Company Limited China and computer equipment transactions. Prices and
from JD Central with reasonable conditions are reasonable
prices and conditions. Business and will not cause any
unit considers that prices and disadvantages to the Group.
conditions will not cause any Therefore, transactions are
disadvantages to the Group reasonable and beneficial
because they can sales and earn to the Group.
profit from these products with
comparable trading conditions.



COL Group: Purchase of 39.08 43.40 2.36 The Group purchased office Transactions are supportive
goods equipment from COL Group transaction of business
(CRC group acquired COL with the prices and conditions operation with normal
Group as subsidiaries in that can be compared with other prices and conditions.
February 2021. Therefore, companies. Therefore, transactions are
in 2021, there were transactions reasonable and beneficial
in January 2021 only.) to the Group.





























372 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



3) Management fee
Persons or Companies Transaction value (Baht : Million) Audit
Necessity and rationale of
which may have Committee’s
conflict of interest Transaction 2019 2020 2021 transactions Opinion

3.1 Management fee expenses
HCDS Group: Management 436.71 300.00 309.29 The Group receive consulting services Transactions are
− Harng Central fee expenses for operations management from normal c ourse
Department Store HCDS due to the following reasons: of business
Limited (1) HCDS have efficient and specialist transactions which
− CGE Investment professionals including experienced are favorable to
Limited top-level managements from various the Group. Service
top companies and HCDS also have rate is calculated
highly experienced teams from various from proportion of
industries, (2) HCDS have served other expected actual
business units that are in different cost. Therefore,
industries. Thus, HCDS can apply transactions are
experiences and knowledge from each reasonable and
business to the Group, and (3) The beneficial to the
Group can reduce operating cost and Group.
achieve economies of scale.
On 1 January 2019, the Group and
HCDS entered into management
services agreements to set scopes of
services such as consulting on business
strategies, merger & acquisition and
giving advices for business opportunities.
In the past, HCDS provided a service
that was Creating Shared Value (CSV)
activity to the Group. However, in July
2019, HCDS transferred employees who
worked in this project to the Company
and did not charge this service expense
to the Group anymore.
In addition, service rate is re-determined
to be a fixed rate. Annual service charge
would be adjusted with the same growth
rate of income, EBIT, and inflation rate
which shall not be more than 10% per
year but not lower than 0% per year. If
there would be any changes of service
fee calculation method and important
conditions in the agreement, it shall
be approved by the Audit Committee
before being applied. This service rate
is comparable to an expected cost of
the Group, and it is not included cost
plus. As a result, the group shall have
lower operating cost than proceeding
the operation by itself.

























Annual Report 2021 (Form 56-1 One-Report) 373

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million) Audit
Necessity and rationale of
which may have Committee’s
conflict of interest Transaction 2019 2020 2021 transactions Opinion
3.1 Management fee expenses (Cont.)

HCDS Group: Management 255.76 271.72 354.07 The Group receive accounting & Transactions are
− Harng Central fee expenses financial services from FAST (operates normal course of
Department Store under HCDS) such as accounting business transactions
Limited - Accounting entry, tax filing, financial statement which are favorable
− CGE Investment and Finance preparation, payment, issuance of to the Group. Service
Limited invoices and issuance of receipts. rate is calculated
Managements considered that the from c ost plus
Company would take advantages from margin and can
services provided by FAST because be comparable
of their expertise and specialization to market rates.
of employees. Therefore, the Group Therefore, transactions
and FAST have entered into services are reasonable and
agreements and agreed service scopes, beneficial to the
service fee, and conditions annually. Group.
The service fee would be referred
to cost plus margin and would be
adjusted annually. If there would be
an adjustment, it shall be approved
by Audit Committee before being
applied. However, these service fees are
comparable to other service charges in
the market and service conditions are
also appropriated and complied with
other services provided by FAST.



Management 105.41 96.88 80.25 The Company and its business units Transactions are
fee expenses received human resource services from normal course of
HCDS such as recruitment & selection, business transactions
- Human talent management, salary payment, which are favorable
Resources annual performance evaluation form, to the Group. Service
and communication with employees. rate is calculated from
Managements considered that HCDS cost plus margin and
would provide services with expertise can be comparable
and proficiency of their employees, to market rates.
and this would be advantages to the Therefore, transactions
Group. The Group and HCDS have are reasonable and
entered into services agreements and beneficial to the Group.
agreed service scopes, service fee,
and conditions annually. Service fees
are calculated based on agreed rates,
number of tasks and cost of services plus
margin which will be adjusted annually.
If there will be an adjustment, it shall
be approved by the Audit Committee
before being applied. Moreover, service
rates are comparable to other third
parties and service conditions are also
appropriated.
























374 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure




Persons or Companies Transaction value (Baht : Million) Audit
Necessity and rationale of
which may have Committee’s
conflict of interest Transaction 2019 2020 2021 transactions Opinion
3.1 Management fee expenses (Cont.)
HCDS Group: Management 90.59 80.99 80.87 The Company and its business Transactions are
− Harng Central fee expenses units received legal services from normal course of
Department Store HCDS. HCDS is responsible for both business transactions
Limited − Legal general legal tasks such as business which are favorable
− CGE Investment − Tax establishment and documentation to the Group. Service
Limited revision, and special projects such rate is calculated from
as merger and acquisition. However, cost plus margin and
managements considered that the can be comparable
Company would take advantages from to market rates.
services provided by HCDS because Therefore, transactions
of its expertise and specialization are reasonable and
of employees in legal. Service fees beneficial to the
are comparable to market rates and Group.
conditions are agreed to condition of
general trading.


Moreover, the Group received other
services which are tax consulting, tax
audit service, and tax refund service
from HCDS. Tax consulting service
would be charged monthly with rates
that can be compared to the market
and conditions agreed to general
trading conditions. For auditing and
tax refund service, rates would be
variable rates based on percentage of
tax refund and detected income which
is inconsistent with invoices. Service fees
are comparable to other service rates in
the market and conditions are agreed
to the condition of general trading.

Management 9.98 8.88 14.50 Business units receive other services Transactions are
fee expenses which mostly are hiring HCDS Group normal course of
to service retail management projects. business transactions
- Other The Group lease land for a long time which are favorable
services and hire HCDS to manage properties. to the Group. Service
In addition, properties management rate is calculated
business is not a core business of the from c ost plus
Group. Therefore, the Group decided margin and can
to hire other companies which have be comparable to
expertise to manage it. Then, the Group market rates. Therefore,
can only focus on core business of the transactions are
Group. Managements considered that reasonable and
business units would take advantages beneficial to the
from service provided by HCDS because Group.
of its expertise and specialization of
employees. The Group and HCDS
have entered into service agreements
and agreed services scopes, service
fee, and conditions annually. Service
fees are comparable to other service
rates in the market and the conditions
are agreed to the condition of general
trading.















Annual Report 2021 (Form 56-1 One-Report) 375

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million) Audit
Necessity and rationale of
which may have Committee’s
conflict of interest Transaction 2019 2020 2021 transactions Opinion
3.1 Management fee expenses (Cont.)

Other related companies Management - 156.27 164.62 Business units received IT services from Transactions are
Group: fee expenses other related companies Group such normal c ourse
as hardware control services and other of business
− RIS Company Limited - Other services consulting of technical maintenance. transactions which
Service rates are calculated from are favorable to
allocation of actual cost of service the Group. Service
(RIS Company Limited has plus margin. rate is calculated
been included in related from c ost plus
party list of the Group since margin. Therefore,
2020.) transactions are
reasonable and
beneficial to the
Group.



3.2 Training expense
HCDS Group: Training 112.55 104.68 141.96 HCDS group provide training services Transactions are
− Harng Central expenses to the Group. These training services are normal c ourse
Department Store parts of human resource management of business
Limited service agreement between the Group transactions which
− Central People and HCDS. Because of their expertise are favorable to
Development Center and specialization of employees, the the Group. Service
Company Limited Group will be beneficial. Service rates rate is comparable
are comparable with market rates and to market rates
conditions are agreed to condition of and conditions
general trading. can be agreed to
condition of general
trading. Therefore,
transactions are
reasonable and
beneficial to the
Group.











































376 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million) Audit
Necessity and rationale of
which may have Committee’s
conflict of interest Transaction 2019 2020 2021 transactions Opinion
3.3 Management fee income

HCDS Group: Management 31.19 27.02 21.14 The Company provided internal audit Transactions are
− Harng Central fee income services in bill payment or CenPay system normal course of
Department Store according to the conditions determined business transactions
Limited by Bank of Thailand to HCDS Group. which are favorable
− Central Embassy Hotel Since 2019, internal audit department to the Group. Service
Company Limited is responsible for auditing of this scope. rate is comparable to
− Lagrange Estate S.R.L. Service fees are comparable to other market rates or actual
− Illum A/S service rates in the market and the cost. Conditions
− Rina Estate Italia S.r.l. conditions can be agreed the condition can be agreed to
− The KaDeWe Group of general trading. condition of general
GmbH trading. Therefore,
− The 1 Central Company transactions are
Limited reasonable and
Moreover, business unit provides human beneficial to the
resource services to HCDS Group. Service Group.
fees are calculated by allocating actual
cost of the time that each employee
served the Group and HCDS Group. The
conditions of services are agreed to the
condition of general trading.
COL Group: Management 161.04 148.52 12.63 The Group entered into warehouse Transactions are
fee income management service agreements normal course of
(CRC group acquired COL with COL Group to provide services in business transactions
Group as subsidiaries in warehouse system management and which are favorable
February 2021. Therefore, goods distribution. Service fees are to the Group. Service
i n 20 21 , th er e w er e comparable to other service rates in rate is comparable
transactions in January the market and the conditions can be to market rates or
2021 only.) agreed with the condition of general calculate by cost
trading. plus margin and
will not cause any
In addition, business unit and COL disadvantages to
group entered into loss prevention the Group. Therefore,
agreement to conduct safety inspection transactions are
in products, stores, and equipment. reasonable and
Service fee is calculated by cost beneficial to the
plus margin and adjusted annually. Group.
If there will be an adjustment, it shall
be approved by the Audit Committee
before being applied. Service rates
do not cause any disadvantages to
the Group and the conditions can be
agreed with the condition of general
trading.































Annual Report 2021 (Form 56-1 One-Report) 377

Business Overview and Performance Corporate Governance Financial Statements Enclosure



4) Other transactions
Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion

4.1 Trading of The 1 point after business restructuring
HCDS Group: The 1 point 928.92 658.99 640.17 point-earned and point business transactions which
- The 1 Central Limited expenses redemption rate are fixed rates the Group receive services
(point- which are comparable with from The 1. Service rates
earned) other companies in The 1 group. are agreed and will not
cause any disadvantages
The 1 point 1,323.44 1,147.11 1,119.80 to the Group. Therefore,
income transac tions are
(point The 1 also charges additional reasonable and beneficial
redemption) operating cost referring to the to the Group.
points which are redeemed
Management 194.36 170.27 169.61 by customers. If there will be
Fee – The 1 an adjustment of operating
cost, it shall be approved by
Sales 69.34 37.53 41.84 the Audit Committee before
promotion
being applied. Moreover, the
expenses
Group considered that these
transactions are favorable for the
Group, and they are necessary
to continue the agreement in
the future.


Moreover, The 1 could attract
more customers to the Group
and provided services relating
to sales promotion such as
sending SMS to The 1 members.
Service charges are calculated
by actual service costs which
are comparable.













































378 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion
4.2 Other Expenses

HCDS Group: Other 127.84 154.42 151.22 Other expenses that HCDS Transactions are normal
− Harng Central Expenses Group charged the Group can c ourse of business
Department Store be divided into 2 categories as transactions which the
Limited shown below. Group receive services
− Central Embassy Hotel from HCDS group. Service
Company Limited (1) Other services expenses rates are agreed between
− Z Retail Tech Company such as rental expense for EDC parties. The group will
Limited and system, licenses fee for have lower operating cost
− Central Payment software and computer system, than proceed all activities
Company Limited and operating expenses for by itself. In case of HCDS
− Cha-am Seaview bargain media and advertising make advance payment,
Company Limited expenses. Expenses would be HCDS will charge the
− The 1 Central Company annually agreed in advance Group with actual cost.
Limited or calculated based on cost Therefore, transactions
− Paton 1 Company plus margin. are reasonable and
Limited beneficial to the Group.
− Central Garment (2) Expenses that HCDS
Factory Company Group paid in advance such
Limited as marketing activities
− Tiang Chirathivat
Company Limited expenses, employee satisfaction
survey expense, and expense
− Baby Kiko Sdn. Bhd
for scholarship ceremony
− CRC Property
arrangement. These expenses
Company Limited
would be charged according
− Central JD Commerce
Company Limited to actual expenses that HCDS
group paid in advance.
− CRC Power Retail
Company Limited
− Central Food Retail
Ratchada Company Managements considered
Limited
that receiving services from
− Central Insurance HCDS Group would be more
Services Company
favorable for the Group because
Limited
HCDS takes advantages from
− Siam Retail economies of scale and has
Development
bargaining power over suppliers.
Company Limited
The Group will have lower
operating cost comparing
to proceed all activities by
itself. However, if there will
be an adjustment of service
rate or relevant conditions,
it shall be approved by the
Audit Committee before being
applied.
COL Group: Other 8.32 9.50 0.42 Other expenses that COL Transactions are normal
Expenses Group charged the Group c ourse of business
(CRC group acquired COL are mostly compensation transactions. Service rates
Group as subsidiaries in expense for damaged goods, and conditions are normal
February 2021. Therefore, compensation for damages operation or actual cost.
in 2021, there were caused by reduction of leasing Therefore, transactions
transactions in January space in department stores, are reasonable.
2021 only.) logistic expenses, miscellaneous
expenses, and IT support service
charges which are agreed in
advance and the rates are
comparable to services provide
by other companies.











Annual Report 2021 (Form 56-1 One-Report) 379

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion
4.2 Other Expenses (Cont.)

Other related companies Other 4.44 291.73 368.73 Other expenses that other Transactions are normal
Group: Expenses related companies group c ourse of business
− Bangkok Post-Bauer charged the Group are mostly transactions. Service
Company Limited from application system services rates and condition
− Food Passion and coding expenses. Service are normal operation.
Company Limited rates are calculated from Therefore, transactions
− Sapsaimanee allocation of actual cost plus are reasonable.
Company Limited 5% margin.
− Terra Cottage
Company Limited For other expenses such as
− SpicyDisc Company cash coupons provided to the
Limited customers as rewards, and
− Post International advertising expense. Expenses
Media Company are charged according to actual
Limited cost and can be comparable to
− RIS Company Limited other companies.
− Terasoft Solutions
Development
Company Limited

(RIS Company Limited has
been included in related
party list of the Group
since 2020.)






















































380 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion
4.3 Other Income

HCDS Group: Other 86.29 81.67 150.91 Income from services rendered Transactions are services
Income to HCDS Group are mainly as provider to HCDS group
− Harng Central follows: which using expertise of
Department Store employees and resources
Limited (1) Income from fee and of the Group effectively.
− The 1 Central Company allocation of income from bill Service rates are agreed
Limited payment and prepaid card b etween p ar ties .
− Central Insurance top-up services agent (CENPAY) Therefore, transactions are
Services Company which charged as commission reasonable and support
Limited fee with the same rate as HCDS business operations.
− Central Payment Group paid to COL Group.
Company Limited
− Central Embassy Hotel (2) Income from online platform
Company Limited development services and data
− Tiang Chirathivat storage on websites which
Company Limited charge at comparable rates to
− Central Garment other companies.
Factory Company
Limited
− Central JD Money
Moreover, managements
Company Limited
considered that services
− Overseas Fashions
provided to HCDS Group also
Joint Stock Company
− Central JD Commerce support the Group’s business
operation and the Group could
Company Limited
take advantages from using
− Central People
expertise of employees and
Development Center
resources effectively. These
Company Limited
− C.D.S. Restaurant transactions provide additional
income to the Group and should
Company Limited
be continued in the future.
− Central Wealth
Solution Mutual Fund
Brokerage Securities
Company Limited
− CRC Power Retail
Company Limited
− Central Marketing
Group Intertrade
Company Limited
− PT Central Retail
Indonesia Co., Ltd
− Paton 2 Company
Limited
− Central Tham Social
Enterprise Company
Limited
− Upfront Company
Limited























Annual Report 2021 (Form 56-1 One-Report) 381

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Persons or Companies Transaction value (Baht : Million)
Necessity and rationale of Audit Committee’s
which may have
conflict of interest Transaction 2019 2020 2021 transactions Opinion
4.3 Other Income (Cont.)

COL Group including Other 42.31 141.97 3.73 Income from services rendered Transactions are services
Income to the COL Group are from provider to COL group
(CRC group acquired COL many transactions such which using expertise of
Group as subsidiaries in as E-commerce platform employees and resources
February 2021. Therefore, development, usage of B2S of the Group effectively.
in 2021, there were trademark, money exchange Service rates are agreed
transactions in January service, cash pick up service, b etween p ar ties .
2021 only.) financial service, leasing Therefore, transactions are
spaces in department stores, reasonable and support
compensation for damages business operations.
from reduction of leased
space and website & system
maintenance. Service rates are
agreed with the agreements
between parties and do not
cause any disadvantages to the
Group. The Group considered
that the Group could take
advantages from using expertise
of employees and resources
effectively. These transactions
provide additional income to the
Group and should be continued
in the future.
Other related companies Other - 30.79 9.63 Income from services rendered Transactions are normal
Group: Income to other related companies’ c ourse of business
− Tera soft Solutions group are mainly from license transactions. Service
Development fee of E-Commerce platform. rates are based on actual
Company Limited Service rates are calculated service cost plus margin.
− The Little Kitchen from allocation of actual cost Therefore, transactions
Company Limited plus 6-10% margin. are reasonable.
− RIS Company Limited
(Terasoft Solutions
Development Company
Limited and RIS
Company Limited
have been included in
related party list of the
Group since 2020)



































382 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Account receivables and account payables which relevant to related party
transactions

1. Account Receivables

Transaction Value (Baht : Million)
2019 2020 2021
Persons or Companies which may
Details
have conflict of interest Account Other Account Other Account Other
receivables non-current receivables non-current receivables non-current
assets assets assets

HCDS Group: 1,101.06 212.22 700.38 165.37 763.02 185.94 Outstanding account
receivables from HCDS
− Rina Estate Italia S.r.l. Group mainly from the
− Harng Central Department Store transactions as follows:
Limited
− The 1 Central Company Limited (1) P rep aid rent al
− CRC Power Retail Company Limited expenses
− Central JD Commerce Company
Limited (2) Receivables from
− Central JD Money Company Limited The1 customers who
− Overseas Fashions Joint Stock redeemed The 1 point to
Company get trade discounts after
− Central Embassy Hotel Company business restructuring
Limited (transferred The 1
− C.D.S. Restaurant Company Limited business to The 1 Central
− Central Insurance Services Company Company). Trading
Limited conditions is to make
− PT Central Retail Indonesia Co., Ltd payments to the Group
− Vivi File Company Limited within 30 days after
− Tiang Chirathivat Company Limited invoices date in every
− Central Payment Company Limited month ended.
− Z Retail Tech Company Limited
− Central Condominium Company (3) Receivables from
Limited sales of goods to HCDS
− Central People Development Center Group with trading
Company Limited conditions of payment
− Illum A/S between 30-90 days
− Central Garment Factory Company
Other non-current assets
Limited
from HCDS Group are
− Evergrow Asia Ltd.
mostly from prepaid
− Baby Kiko Sdn. Bhd.
rental expenses and
− Central Marketing Group Intertrade
Company Limited cash paid for guaranteed
deposit for leasing.
− Lagrange Estate S.r.l.
− Central Thonburi Company Limited
− Ploenruedee Company Limited
− Paton 1 Company Limited
− Centerl Inter Pattana Company Limited
− Suannaklua Company Limited
− Cha-am Seaview Company Limited
− Phuket Hill Resort Company Limited
− Teenee Khonkhaen Company Limited
− KaDeWe Group GmbH
− CRC property Company Limited
− Siam Retail Development Company
Limited
− Teenee Wongsawang Company
Limited
− Central Tham Social Enterprise
Company Limited
− Bangna Department Store Company
Limited
− Overseas Fashions Company Limited
− Central Food Retail Ratchada Company
Limited
− Central Wealth Solution Mutual Fund
Brokerage Securities Company Limited
− Peter and Jannie Company Limited
− Frederick World Sales Company Limited


Annual Report 2021 (Form 56-1 One-Report) 383

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Transaction Value (Baht : Million)

2019 2020 2021
Persons or Companies which may
Details
have conflict of interest Account Other Account Other Account Other
receivables non-current receivables non-current receivables non-current
assets assets assets

COL Group: 117.73 - 108.26 - - - Outstanding receivables
from COL Group are
(CRC group acquired COL Group as mostly from transactions
subsidiaries in February 2021. Therefore, as follows:
in 2021, there were transactions in
January 2021 only.) (1) Receivables from
sales of goods to COL
Group with trading
conditions of payment
within 30 days.
(2) Receivables from
rental space in building
with trading conditions
of payment within 30
days.
Other related companies Group: 12.35 - 32.91 - 12.64 - Outstanding receivables
− The Little Kitchen Company Limited from other related
− Spaghetti Factory Company Limited c omp anies Group
− RIS Company Limited are mostly from
− Terasoft Solutions Development license fee income for
Company Limited using programs and
− Flour Shoppe Company Limited miscellaneous income.
− Jindatawee Company Limited

(RIS Company Limited and Terasoft
Solutions Development Company
Limited are included in related party
list of the Group in 2020)













































384 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



2. Account payables

Transaction Value (Baht : Million)

2019 2020 2021
Persons or Companies which may
Account Other Account Other Account Other Details
have conflict of interest
payables non- payables non- payables non-
current current current
liabilities liabilities liabilities
HCDS Group: 923.87 782.78 811.26 871.19 612.22 835.59 Outstanding account
− Harng Central Department Store Limited payables from HCDS
− Tiang Chirathivat Company Limited Group are mostly from
− Central Garment Factory Company the transactions as
Limited follows:
− The 1 Central Company Limited
− Central Payment Company Limited (1) Account payables
− ANIR One Ltd. from leasing of land,
− Overseas Fashions Company Limited building, and space in
− CRC Power Retail Company Limited building with trading
− Central Embassy Hotel Company Limited conditions of payment
− Central People Development Center within 30 days.
Company Limited
− Central Good Retail Ratchada Company (2) Account payables
Limited from shared services
− Overseas Fashions Joint Stock Company expenses and other
− Z Retail Tech Company Limited services with trading
− Bangna Department Store Company conditions of payment
Limited within 30 days.
− Prin Inter Trade Company Limited
(3) Account payables
− Central Insurance Services Company
Limited from the The 1 point with
the trading conditions
− Frederick World Sales Company Limited
of payment within 30
− Dining Sensations Company Limited
days.
− PT Central Retail Indonesia Co., Ltd
− Teenee Khonkhaen Company Limited
Non-current liabilities
− Ploenruedee Company Limited
from HCDS Group are
− Cha-am Seaview Company Limited
mainly from accounting
− C.D.S. Restaurant Company Limited
adjustments of long-
− Central JD Commerce Company Limited
− Baby Kiko Sdn. Bhd. term land and building
leasing to record as
− Rina Estate Italia S.r.l.
straight-line method.
− Lagrange Estate S.r.l.
− KaDeWe Group GmbH
− CRC Property Company Limited
− Central JD Money Company Limited
− Central Tham Social Enterprise Company
Limited
− Central Marketing Group Intertrade Co.,
Ltd.
− Central International Development Ltd.
− Siam Retail Development Co., Ltd.
− Suan Na Kluea Company Limited
− Teenee Wongsawang Company Limited
− Central Wealth Solution Mutual Fund
Brokerage Securities Company Limited
− Paton 3 Company Limited
− Upfront Company Limited
− Illum A/S
− Central Retail International Co., Ltd
− Vivify Company Limited
− Central Condominium Company Limited
− Central WHA Alliance Company Limited
− Phuket Hill Resort Company Limited








Annual Report 2021 (Form 56-1 One-Report) 385

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Transaction Value (Baht : Million)

2019 2020 2021
Persons or Companies which may Details
have conflict of interest Account Other Account Other Account Other
payables non- payables non- payables non-
current current current
liabilities liabilities liabilities
COL Group: 38.55 7.46 36.77 9.57 - - Outstanding payables
from COL Group are
(CRC group acquired COL Group as mainly from purchasing
subsidiaries in February 2021. Therefore, in of goods with trading
2021, there were transactions in January conditions of payment
2021 only.) within 30 days.



Non-current liabilities
from COL Group are
mostly from receiving
guaranteed deposit
and receiving cash in
advance from leased
space in building.
Other related companies Group: 0.42 - 238.81 - 470.80 - Outstanding payables
− Post International Media Company from other related
Limited c omp anies are
− Terasoft Solutions Development mainly from computer
Company Limited service expense and
− RIS Company Limited maintenance expenses
with trading conditions
(RIS Company Limited and Terasoft Solutions of payment within 30
Development Company Limited have been days.
included in related party list of the Group
since 2020)

Related persons Group 8,255.49 - - - - - Outstanding payable of
related persons group is
from cheques on hand
which the Company
paid dividends to each
person.


Measures and procedures for approval of Related Party Transactions


When the Company and its subsidiaries enter into a related party transactions, the Company would comply with the
Securities and Exchange Act including rules, announcement, order, or regulations of the Securities and Exchange
Commission and the Capital Market Supervisory Board, and also comply with the conditions regarding information
disclosure of the related party transaction and other relevant rules. Related parties are not able to participate in
the approval of such transactions.

In the case that the related regulations prescribe that the related transactions shall be approved by the meeting
of Board of Directors, the Company would appoint the Audit Committee to attend the meeting for considering
and giving opinions on the necessity and reasonability of the transactions. The transaction of ordinary business
or ordinary business supporting transaction which is the trade agreement with general commercial conditions and
the transaction which is not the general commercial conditions shall be done according to the following principles:











386 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



(1) The transaction which is of general commercial conditions
For the ordinary business transaction or transaction supporting ordinary business of the Company which might be
continuously occur in the future, the Company has established the policy determining the scope of such transaction
which shall be done on an arm’s length basis with the trading negotiation power without influence caused by the
position of the board of directors, management, or related person (according to the case). The conditions shall
also not cause the transfer of interest and/or be able to show that the transaction is done by reasonable or fair
price determination. If the Board of Directors has set a principle scope of the aforementioned transactions, the
managements of the Company would be able to proceed the approval of transaction complying with the specified
scope. The Company would report the summary of such transaction to the Audit Committee and the Board of
Directors on a quarterly basis.


(2) The transaction which is of non general commercial conditions
The transaction which is trading agreement that is not the general commercial conditions shall be considered
and approved by the Audit Committee before being presented to the Board of Directors and/or the meeting of
shareholders (according to the case) to approve. This type of transaction shall be done according to the Securities
and Exchange Act, rules, announcements, orders, or regulations of the Securities and Exchange Commission, the
Capital Market Supervisory Board, and the Stock Exchange and shall be done in compliance with the relevant
regulations regarding information disclosure of the related party transaction and other relevant rules.

In the case that the Audit Committee are not expert in considering the related party transaction which might occur,
the Company would appoint the specialized professionals such as auditor or independent property appraiser to give
opinion relating to the related party transaction in order for the Audit Committee and/or Board of Directors and/
or shareholders (according to the case) to use as information for decision making. This is done in order to ensure
that the transaction is necessary and reasonable and is beneficial to the Company. The Company would disclose
the related party transaction in the annual registration statement, annual report, and footnotes under the financial
statement inspected by the accounting auditor or other forms of reports (according to the case) in accordance with
the relevant regulations and laws.

Policy on the Future Related Party Transaction


In the case that there is future related party transaction, the Board of Directors shall comply with the Securities and
Exchange Act including rules, announcements, orders, and regulations of the Securities and Exchange Commission,
the Capital Market Supervisory Board, and the Stock Exchange and the regulations regarding information disclosure
of the related party transaction done by the Company or its subsidiaries according to the accounting standard
determined by the Certified Accountants and Auditors of Thailand and other relevant rules.


Moreover, if there is any related party transaction or change of agreement and condition regarding the transaction
related to director, management, or related person of the Company, the director who is a stakeholder shall not
attend the meeting of Board of Directors on the agenda relating to the consideration of such transaction.





















Annual Report 2021 (Form 56-1 One-Report) 387

Business Overview and Performance Corporate Governance Financial Statements Enclosure




Policy on Acquisition or Lease of Land and/or Building from the Connected

Person

The Group has established the Asset Light Business Operation Policy making the future branch expansion mainly
focusing on space leasing. Moreover, business development department of the Group would find the suitable
locations for branch expansion and negotiate for the price suitable with the business operation. If the land or building
is owned by the connected persons, the Group would comply with the rules regarding related party transaction and
transaction of asset acquisition or disposition determined by the Capital Market Supervisory Board, the Securities
and Exchange Commission, and the Stock Exchange. The Group also has established the policy on the acquisition
or lease of land and/or building from the connected persons as a guideline for the relevant organizations.
The contents are as detailed below.

• During the feasibility study, the Group shall carefully consider various factors in order to ensure that
the acquisition of land and/or building would provide a maximum benefit to the Company and its subsidiaries.
• The transaction of land and/or building acquisition or leasing shall be done with the conditions complying
with general commercial terms.
• The Group shall comply with the rules regarding related party transaction and transaction of asset acquisition
or disposition determined by the Capital Market Supervisory Board, the Securities and Exchange Commission,
and the Stock Exchange.
• The Group shall present the transactions according to aforementioned criteria to the meeting of Board of Directors
to approve all the transactions. The Audit Committee shall be appointed to consider and give opinion about
necessity and reasonability of the transaction price before it is presented to the Board of Directors and/or
the meeting of shareholders (according to the case) to consider for approval. The connected persons would
have no right to vote for any decisions done for that transaction.















































388 Annual Report 2021 (Form 56-1 One-Report)

Part





3




















Financial Statements

Business Overview and Performance Corporate Governance Financial Statements Enclosure


Responsibility of the Board of Directors

to the Financial Statements



The Board of Directors of Central Retail Corporation Public Company Limited (“the Company”) is responsible
for the consolidated financial statements of the Company and its subsidiaries as well as financial information as
presented in the annual report. The financial statements are prepared in conformity with Thai Financial Reporting
Standards (TFRSs) which are appropriately applied on a consistent basis. Conservation judgment and best estimate
are adopted in this preparation. In addition, all important information is adequately disclosed in the notes to financial
statements. The Board of Directors has set up and maintained an effective internal control to reasonably ensure
that all accounting records are accurate, complete and sufficient to secure its assets. Moreover, all possible weakness
could be found to prevent fraud or material unusual transactions. The Board of Directors has appointed the audit
committee which comprises independent directors, to control quality of financial report and internal control system.
The opinion of the audit committee on this matter has already been presented in the audit committee report.
The Board of Directors is of an opinion that internal control systems of the Company are in the satisfactory and
sufficient level to reasonably build the confidence in the reliability of the consolidated financial statements of the
Company and its subsidiaries as of 31 December 2021.







Prasarn Trairatvorakul Yol Phokasub

(Dr. Prasarn Trairatvorakul) (Mr. Yol Phokasub)
Chairman Director & Chief Executive Officer















































390 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure


Independent Auditor’s Report

To the Shareholders of Central Retail Corporation Public Company Limited

Opinion

I have audited the consolidated and separate financial statements of Central Retail Corporation Public
Company Limited and its subsidiaries (the “Group”) and of Central Retail Corporation Public Company
Limited (the “Company”), respectively, which comprise the consolidated and separate statements of financial
position as at 31 December 2021, the consolidated and separate statements of comprehensive income, changes
in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting
policies and other explanatory information.

In my opinion, the accompanying consolidated and separate financial statements present fairly, in all material
respects, the financial position of the Group and the Company, respectively, as at 31 December 2021 and their
financial performance and cash flows for the year then ended in accordance with Thai Financial Reporting
Standards (TFRSs).

Basis for Opinion

I conducted my audit in accordance with Thai Standards on Auditing (TSAs). My responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate
Financial Statements section of my report. I am independent of the Group and the Company in accordance
with the Code of Ethics for Professional Accountants issued by the Federation of Accounting Professions that
is relevant to my audit of the consolidated and separate financial statements, and I have fulfilled my other
ethical responsibilities in accordance with these requirements. I believe that the audit evidence I have obtained
is sufficient and appropriate to provide a basis for my opinion.














































Annual Report 2021 (Form 56-1 One-Report) 391

Business Overview and Performance Corporate Governance Financial Statements Enclosure




Key Audit Matters

Key audit matters are those matters that, in my professional judgment, were of most significance in my audit
of the consolidated and separate financial statements of the current period. These matters were addressed in
the context of my audit of the consolidated and separate financial statements as a whole, and in forming my
opinion thereon, and I do not provide a separate opinion on these matters.

Acquisitions of business
Refer to Note 6 to the consolidated and separate financial statements.
The key audit matter How the matter was addressed in the audit
In 2021, the Group completed the acquisitions of My audit procedures were as follows:
business resulting in the recording of intangible assets  Read the sale and purchase agreement to understand
of Baht 1,931 million and goodwill of Baht 7,041 key terms and conditions.
million in the consolidated statement of financial  Evaluated the assessment by the Group of the
position as at 31 December 2021. identification of all the assets acquired and
liabilities assumed and consideration transferred.
The acquisition method of accounting for business  Evaluated the assumptions and methodologies
combinations is a complex and judgmental exercise, underpinning the valuations.
requiring the Group to determine the fair value of assets  Involved KPMG valuation specialist to evaluate
acquired and liabilities assumed and consideration the financial parameters applied to the discount
transferred with any resulting differences recognised as rate, identification of the intangible assets,
goodwill or a gain on bargain purchase. valuation methodology used and calculation
rationale.
Due to the materiality of the transactions and the  Assessed the adequacy of the Group’s disclosure
significant judgment and complexities involved in in accordance with Thai Financial Reporting
determining the fair value of assets acquired and Standards.
liabilities assumed, I considered accounting for
business combination as a key audit matter.





































2





392 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Impairment of goodwill
Refer to Note 19 to the consolidated and separate financial statements
The key audit matter How the matter was addressed in the audit
As at 31 December 2021, the Group had goodwill of My audit procedures were as follows:
Baht 38,085 million.  Evaluated the DCF provided by the Group and
the Group’s assumptions applied in the value-in-
The cash-generating units (“CGU”) to which the use method against relevant documents as well
goodwill belongs are tested for impairment annually. as externally derived data.
The Group applies the value-in-use (discounted cash  Analysed historical information to support the
flow (“DCF”)) method to determine the recoverable precision in the Group’s forecasting process.
amount of each CGU. Any shortfall of the recoverable  Tested the principles and mathematical accuracy
amounts against the carrying amounts would be of the DCF and performed sensitivity analysis
recognised as impairment losses. around the key assumptions.
 Evaluated the financial parameters applied to the
Due to the materiality of the balances and the judgment discount rate.
and complexities involved in determining the future  Assessed the adequacy of the Group’s disclosure
cash flows attributable to the individual CGU, I in accordance with Thai Financial Reporting
considered the measurement of the recoverable amount Standards.
as a key audit matter.

Valuation of inventories
Refer to Note 11 to the consolidated and separate financial statements
The key audit matter How the matter was addressed in the audit
The Group’s inventories are various products which My audit procedures were as follows:
depend on fashion, technology or have short lives and  Understood the inventory control and management
their sales and selling prices are subject to the market policy and the estimation of valuation of inventories.
situation. Consequently, the estimation of valuation of  Evaluated the design and implementation and
inventories involves management’s judgment relating to testing the operating effectiveness of internal
estimate valuation for deteriorated, damaged, obsolete controls relating to inventory management and
and slow-moving and quantity of shrinkage inventories. attending inventory counts and observing the
condition of inventories.
Because of the significance of the amounts and of  Tested on a sample basis and the reasonableness of
the judgement involved. I considered the adequacy management’s assumptions used to set the
of allowance for decline in value of inventories as a percentage of deteriorated, damaged, obsolete,
key audit matter of my audit. slow-moving and shrinkage inventories by
comparison with information for destruction and
actual shrinkage inventories included retrospective
review, inquiry management and tested calculation.
 Tested a sample of selling prices post year-end
and the estimated costs to make the sale with
related documents including recalculation of net
realisable value.
 Assessed the adequacy of the Group’s disclosures
in accordance with Thai Financial Reporting
Standards.











3





Annual Report 2021 (Form 56-1 One-Report) 393

Business Overview and Performance Corporate Governance Financial Statements Enclosure


Commercial support
Refer to Note 4(r) to the consolidated and separate financial statements
The key audit matter How the matter was addressed in the audit
During the year, the Group has variety of My audit procedures were as follows:
marketing activities which receives the marketing  Understood, evaluating and testing management’s key
support from supplier which is general transaction controls in respect of the recognition of transactions.
of retail business. The marketing support is  Assessed the effectiveness of the Group controls
significant amount in each year which it varies with over commercial support recognition’s process.
regards to the nature and timing of the activity to  Examined supporting documents and comparing to
which it relates and is recognised in accordance marketing activities which occurred during the
with written agreements with suppliers. The year and after the period end transactions and
marketing support is recognised as a deduction evaluating by reference to agreements and
from cost of inventories or as other income and is marketing activities.
earned over the period of the contractual  Assessed the adequacy of the Group’s disclosures in
agreements. accordance with Thai Financial Reporting Standards.

My focus was on assessing the written agreement,
whether the relevant marketing had taken place and
whether the recognised was recorded in the
appropriate amount and period.

Other Information

Management is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the consolidated and separate financial statements and my
auditor’s report thereon. The annual report is expected to be made available to me after the date of this auditor's
report.

My opinion on the consolidated and separate financial statements does not cover the other information and
I will not express any form of assurance conclusion thereon.

In connection with my audit of the consolidated and separate financial statements, my responsibility is to read
the other information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated and separate financial statements or my knowledge
obtained in the audit, or otherwise appears to be materially misstated.

When I read the annual report, if I conclude that there is a material misstatement therein, I am required to
communicate the matter to those charged with governance and request that the correction be made.




















4








394 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Responsibilities of Management and Those Charged with Governance for the Consolidated and Separate
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated and separate financial
statements in accordance with TFRSs, and for such internal control as management determines is necessary
to enable the preparation of consolidated and separate financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the consolidated and separate financial statements, management is responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Group and the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s and the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements

My objectives are to obtain reasonable assurance about whether the consolidated and separate financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with TSAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these consolidated and separate financial statements.

As part of an audit in accordance with TSAs, I exercise professional judgment and maintain professional
skepticism throughout the audit. I also:

 Identify and assess the risks of material misstatement of the consolidated and separate financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s and the Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If
I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the
related disclosures in the consolidated and separate financial statements or, if such disclosures are
inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date
of my auditor’s report. However, future events or conditions may cause the Group and the Company to
cease to continue as a going concern.





5





Annual Report 2021 (Form 56-1 One-Report) 395

Business Overview and Performance Corporate Governance Financial Statements Enclosure



 Evaluate the overall presentation, structure and content of the consolidated and separate financial
statements, including the disclosures, and whether the consolidated and separate financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. I am responsible
for the direction, supervision and performance of the group audit. I remain solely responsible for my audit
opinion.

I communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that
I identify during my audit.

I also provide those charged with governance with a statement that I have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on my independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, I determine those matters that were of
most significance in the audit of the consolidated and separate financial statements of the current period and
are therefore the key audit matters. I describe these matters in my auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a
matter should not be communicated in my report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.






(Pornthip Rimdusit)
Certified Public Accountant
Registration No.5565

KPMG Phoomchai Audit Ltd.
Bangkok
25 February 2022



























6





396 Annual Report 2021 (Form 56-1 One-Report)

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Central Retail Corporation Public Company Limited and its Subsidiaries

Statement of financial position
Central Retail Corporation Public Company Limited and its Subsidiaries
Statement of financial position
Consolidated financial Separate financial
statements statements
31 December 31 December
Assets Note 2021 2020 2021 2020
(in Baht)
Current assets
Cash and cash equivalents 8 16,579,390,141 15,911,869,787 4,664,556,667 7,895,183,177
Other current financial assets 34 1,508,371,388 1,829,657,076 - -
Trade receivables 7, 9 4,859,602,608 4,569,897,223 116,354,944 125,824,331
Other current receivables 7, 10 9,867,741,539 10,128,916,221 327,597,849 180,312,147
Short-term loans 7 141,911,800 44,228,510 21,390,845,246 23,422,550,989
Current portion of finance lease receivables 7 35,672,269 - - -
Inventories 11 36,515,813,999 34,295,622,238 - -
Derivative assets 34 4,899,402 - - -
Other current assets 404,511,023 396,736,417 - -
Total current assets 69,917,914,169 67,176,927,472 26,499,354,706 31,623,870,644

Non-current assets
Investments in subsidiaries 13 - - 108,604,019,290 94,853,981,800
Investments in associates 12 390,167,102 483,000,124 52,501,000 52,501,000
Investments in joint ventures 12 5,169,121,683 547,802,338 - -
Other non-current financial assets 34 1,617,248,821 1,602,794,201 14,005,216 12,319,105
Finance lease receivables 7 2,170,721,443 2,177,218,581 - -
Investment properties 14 16,284,153,315 13,807,187,405 - -
Property, plant and equipment 15 43,358,661,699 41,654,071,837 22,375,008 27,528,132
Right-of-use assets 16 65,338,042,415 67,029,202,222 48,788,377 43,791,742
Goodwill 19 38,085,285,203 27,948,061,596 - -
Intangible assets other than goodwill 20 8,885,151,489 6,841,883,833 18,767,978 20,850,600
Deferred tax assets 31 4,815,124,967 3,381,959,666 12,723,010 15,220,978
Other non-current assets 7,196,227,644 6,529,836,119 326,443,838 258,002,926
Total non-current assets 193,309,905,781 172,003,017,922 109,099,623,717 95,284,196,283

Total assets 263,227,819,950 239,179,945,394 135,598,978,423 126,908,066,927













The accompanying notes are an integral part of these financial statements.





Annual Report 2021 (Form 56-1 One-Report) 397



The accompanying notes are an integral part of these financial statements.
7

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Central Retail Corporation Public Company Limited and its Subsidiaries

Statement of financial position
Central Retail Corporation Public Company Limited and its Subsidiaries
Statement of financial position
Consolidated financial Separate financial
statements statements
31 December 31 December
Liabilities and equity Note 2021 2020 2021 2020
(in Baht)
Current liabilities
Short-term loans from financial institutions 21, 34 35,631,599,313 31,625,436,134 22,791,700,676 19,885,416,667
Trade payables 7, 34 36,904,741,058 31,569,478,830 - -
Other current payables 7, 22, 34 17,828,282,843 16,483,038,428 263,281,039 219,168,960
Derivative liabilities 34 2,930,837 11,713,820 - -
Current portion of long-term borrowings 21, 34 13,417,976,910 2,763,004,188 7,400,000,000 1,500,000,000
Current portion of lease liabilities 7, 21, 34 7,428,419,449 6,470,841,179 22,946,629 21,695,136
Short-term loans 7, 21, 34 - - 6,939,256,986 9,276,626,242
Current income tax payable 447,841,713 125,469,154 - -
Total current liabilities 111,661,792,123 89,048,981,733 37,417,185,330 30,902,907,005

Non-current liabilities
Long-term borrowings 21, 34 28,517,057,087 29,491,567,039 21,484,120,370 17,375,787,037
Lease liabilities 7, 21, 34 50,300,105,127 51,566,365,792 26,658,165 23,041,182
Deferred tax liabilities 31 3,042,131,006 2,669,461,233 - -
Non-current provisions for employee benefits 23 2,309,158,652 2,227,624,315 102,153,109 113,367,910
Unearned lease income 7 5,521,061,775 5,672,575,201 - -
Long-term derivative liabilities 34 21,069,203 - 303,660 -
Other non-current liabilities 7 2,774,199,720 2,788,406,050 704,101 812,896
Total non-current liabilities 92,484,782,570 94,415,999,630 21,613,939,405 17,513,009,025

Total liabilities 204,146,574,693 183,464,981,363 59,031,124,735 48,415,916,030

























The accompanying notes are an integral part of these financial statements.





398 Annual Report 2021 (Form 56-1 One-Report)



The accompanying notes are an integral part of these financial statements.
8

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Central Retail Corporation Public Company Limited and its Subsidiaries

Statement of financial position
Central Retail Corporation Public Company Limited and its Subsidiaries
Statement of financial position
Consolidated financial Separate financial
statements statements
31 December 31 December
Liabilities and equity Note 2021 2020 2021 2020
(in Baht)
Equity
Share capital: 24
Authorised share capital
(6,320 million ordinary shares, par value at
Baht 1 per share) 6,320,000,000 6,320,000,000 6,320,000,000 6,320,000,000
Issued and paid-up share capital

(6,031 million ordinary shares, par value at
Baht 1 per share) 6,031,000,000 6,031,000,000 6,031,000,000 6,031,000,000

Share premium: 24
Share premium on ordinary shares 66,761,460,014 66,761,460,014 66,761,460,014 66,761,460,014
Share premium on treasury shares 123,358,563 123,358,563 - -
Difference in value arising from restructuring
transactions of entities under common control (2,393,022,014) (2,393,022,014) - -
Retained earnings
Appropriated
Legal reserve 25 632,000,000 632,000,000 632,000,000 632,000,000
Unappropriated 7,791,814,047 10,144,829,826 3,174,111,550 5,104,139,307
Difference arising from acquiring of
non-controlling interests 6(b), 24 (23,264,610,853) (23,264,610,853) - -
Other components of equity 706,471,679 (4,641,277,776) (30,717,876) (36,448,424)
Equity attributable to owners
of the parent 56,388,471,436 53,393,737,760 76,567,853,688 78,492,150,897
Non-controlling interests 2,692,773,821 2,321,226,271 - -
Total equity 59,081,245,257 55,714,964,031 76,567,853,688 78,492,150,897
Total liabilities and equity 263,227,819,950 239,179,945,394 135,598,978,423 126,908,066,927


















The accompanying notes are an integral part of these financial statements.





Annual Report 2021 (Form 56-1 One-Report) 399



The accompanying notes are an integral part of these financial statements.
9

Business Overview and Performance Corporate Governance Financial Statements Enclosure



Central Retail Corporation Public Company Limited and its Subsidiaries

Statement of comprehensive income
Central Retail Corporation Public Company Limited and its Subsidiaries
Statement of comprehensive income
Consolidated financial Separate financial
statements statements
Year ended 31 December Year ended 31 December
Note 2021 2020 2021 2020
(in Baht)
Revenue
Revenue from sale of goods 26 175,975,194,554 173,137,654,092 - -
(Gross revenue 2021 : Baht 196,065 million and
2020 : Baht 195,177 million)
Revenue from rental services 26 4,990,151,312 5,597,789,710 - -
Revenue from rendering of services 26 825,857,437 1,212,007,035 1,513,186,878 977,549,407
(Gross revenue 2021 : Baht 1,449 million and
2020 : Baht 2,190 million)
Dividends income 7, 26 - - 365,940,749 3,302,556,924


Interest income 26 221,289,671 302,037,028 427,346,981 562,531,924
Other income 27 13,641,313,458 14,061,946,514 543,646,140 442,893,025


Total revenue 195,653,806,432 194,311,434,379 2,850,120,748 5,285,531,280
(Gross revenue 2021 : Baht 216,367 million and
2020 : Baht 217,329 million)

Expenses
Cost of sales of goods 134,082,278,110 133,033,008,785 - -
Cost of rental and rendering of services 1,764,646,878 1,915,185,963 - -
Selling expenses 28 40,362,590,242 40,513,541,144 - -
Administrative expenses 29 16,704,922,514 16,574,299,426 1,555,507,806 862,141,901
Total expenses 192,914,437,744 192,036,035,318 1,555,507,806 862,141,901


Profit from operating activities 2,739,368,688 2,275,399,061 1,294,612,942 4,423,389,379
Finance costs (3,113,470,386) (2,950,457,138) (811,189,808) (649,873,087)
Share of profit of associates and joint ventures
accounted for using equity method 12 279,077,233 131,915,509 - -

Profit (loss) before tax expense (income) (95,024,465) (543,142,568) 483,423,134 3,773,516,292
Tax expenses (income) 31 (371,826,197) (884,468,825) 1,065,331 (783,115)

Profit for the year 276,801,732 341,326,257 482,357,803 3,774,299,407














The accompanying notes are an integral part of these financial statements.





400 Annual Report 2021 (Form 56-1 One-Report)



The accompanying notes are an integral part of these financial statements.
10