Dimension Key Issues Positive BusinessImpact & OpportunitiesNegative BusinessImpact & RisksApproach / Actions Environmental Dimension1. Waste and InfectiousWaste ManagementSDG 12-ResponsibleConsumption and ProductionMinimize impacts on localcommunities and ensure fullcompliance with applicablelaws and regulations.Legal and EnvironmentalRisksInfectious WasteSegregation and DisposalSystem2. Energy Consumption andImpact ReductionSDG 13-Climate ActionReduce operating costs andcarbon emissions, whileenhancing ESG performance.High Energy Costs Energy Saving, Solar, LED 3. Water and WastewaterManagementSDG 6-Clean Water andSanitationMinimize environmentalimpacts.Non-Compliance withWastewater StandardsWater Treatment Systemsand Monitoring4. Environmental ManagementAround the OrganizationSDG 15-Life on LandEnhance corporate reputationand reduce communitycomplaints.Noise and Odor Impacts Pollution Control andCorporate SocialResponsibility (CSR)InitiativesVerification of Material Issues The Company has systematically verified the accuracy andappropriateness of material sustainability issues. TheCorporate Governance and Sustainability Committee isresponsible for reviewing, screening, and providingrecommendations to ensure that these issues truly reflectthe impacts on the business and its stakeholders.The verification process encompasses the review ofalignment with the Company’s strategy, risk managementpractices, and sustainability approaches, as well asbenchmarking against relevant international standards, toensure that the disclosed information is accurate,transparent, and reliable.The Company places significant importance oncommunication and sustainability disclosure, with afocus on transparency, completeness, accuracy, andtimeliness. This ensures that all stakeholders haveequitable and efficient access to material information,thereby fostering trust and a clear understanding of theCompany’s business operations.Communication and Reporting The Company communicates through a variety ofappropriate channels, including the Annual Report (OneReport), the Company’s website at www.imhhospital.com,online communication platforms, and disclosures to theStock Exchange of Thailand. These channels presentcomprehensive information covering operationalperformance, corporate strategy, risk management, as wellas environmental, social, and governance (ESG)performance in a systematic manner.In this regard, the Company is committed to enhancing thequality of its reporting in alignment with internationalstandards, such as the GRI Standards and relatedframeworks, while also integrating the SustainableDevelopment Goals (SDGs). This ensures that the disclosureof information is comprehensive, comparable, and reflectsresponsible operations across all dimensions.Furthermore, the Company places strong emphasis on thecontinuous development and improvement of itscommunication formats to ensure that information is clear,accessible, and responsive to the evolving needs ofstakeholders. This serves as a key mechanism insupporting good corporate governance and fostering theCompany’s long-term sustainable growth.51Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.3 Corporate Governanceand Economic DimensionFurther details can be found in Section 6:Corporate Governance Policy.3.3.1 Corporate Governanceand Good Business EthicsThe IMH Hospital Group is committed to conducting itsbusiness in accordance with good corporate governanceprinciples, together with strict adherence to business ethics.This reflects the Company’s commitment to transparency,accountability, and building confidence among allstakeholders. The Company places great importance oncontinuously developing its governance system in alignmentwith international standards and regulatory requirements. In2025, the Company participated in the Corporate GovernanceReport (CGR) of Thai Listed Companies for the sixthconsecutive year, organized by the Thai Institute of Directors(IOD) under the support of the Stock Exchange of Thailand(SET). This participation reflects the Company’s commitment toenhancing corporate governance efficiency and transparency,supporting sustainable long-term growth, and creatingbalanced and fair value for all shareholders and stakeholders.ObjectivesTo achieve a CGR (Corporate Governance Rating) of“Very Good” within three years (2026–2028).To ensure 100% complete, accurate, and timely disclosureof material information in accordance with therequirements of the Stock Exchange of Thailand (SET)and the Securities and Exchange Commission (SEC).To ensure that 100% of employees and executivesacknowledge and sign the Company’s Code of BusinessConduct.To maintain zero significant incidents of violations of theCode of Business Conduct.To conduct ethics and anti-corruption training at leastonce a year, covering no less than 90% of employees.To develop a risk management system in accordancewith the COSO ERM framework, ensuring 100% coverageacross all departments.3.3.2 Anti-CorruptionIMH Hospital Group places the highest importance onconducting business with transparency and fairness,adhering strictly to the principles of good corporategovernance and zero tolerance for corruption in all forms.The Company has established a clearly documented anticorruption policy, covering prohibitions on offering oraccepting bribes, prevention of conflicts of interest, andstrict compliance with all applicable laws and regulations.This policy is communicated to all directors, executives, andemployees, as well as to business partners andstakeholders, to ensure a shared understanding andconsistent implementation.In addition, the Company has implemented an effectiveinternal control system, monitoring mechanisms, and asecure whistleblowing channel, enabling the reporting ofany inappropriate conduct safely and confidentially. TheCompany is committed to fostering a corporate culture thatrejects corruption at all levels, thereby enhancing trust andsupporting sustainable long-term growth.Objectives100% of directors, executives, and employeesacknowledge and adhere to the anti-corruption policy.100% of key business partners acknowledge and acceptthe Company’s anti-corruption policy.Operating PerformanceIn 2025, no material cases of fraud were identified.The Company is in the process of preparing to join theThailand’s Private Sector Collective Action CoalitionAgainst Corruption (CAC).Operating ResultsThe Company received a Corporate Governance Report ofThai Listed Companies (CGR) assessment for the year 2025at the 3-star level, or “Good” rating. This reflects theCompany’s strong governance capabilities and its effectivecorporate governance framework, which serves as a keymechanism in supporting sustainable growth, alongsidesound risk management, transparent governance practices,and the creation of long-term value for stakeholders.In addition, the Company participated in the Annual GeneralMeeting (AGM) quality assessment for the year 2025,conducted by the Thai Investors Association (TIA) with thesupport of the Stock Exchange of Thailand (SET). TheCompany received a “4-coin” rating, reflecting the efficiency,transparency, and strict adherence to good corporategovernance principles in its shareholder meeting practices.52Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.3.3 Supply Chain Management IMH Hospital Group manages its supply chain in asystematic manner, with a focus on transparency, quality,and sustainability, covering the following key practices:1. Systematic Supplier Selection and EvaluationThe Company establishes clear criteria for supplierselection, considering product and service quality, safetystandards, reliability, pricing, and compliance withapplicable laws and regulations.2. Ethical and Transparent Business PracticesThe Company conducts procurement activities underprinciples of transparency, accountability, and fairness,while also implementing measures to prevent conflicts ofinterest and corruption.3. Promotion of Social and EnvironmentalResponsibility in the Supply ChainThe Company encourages its suppliers to operate withrespect for human rights, fair labor practices, and thereduction of environmental impacts.4. Ongoing Supplier Monitoring and PerformanceEvaluationThe Company continuously monitors, reviews, andevaluates supplier performance to ensure that standardsare maintained and continuously improved.5. Supply Chain Risk ManagementThe Company assesses potential risks within the supplychain and implements appropriate control and preventivemeasures to ensure continuity and efficiency ofoperations.6. Supplier Development for SustainabilityThe Company fosters long-term partnerships withsuppliers and supports their development and capabilityenhancement to promote sustainable growth together.1. Establishing Clear Supplier Selection CriteriaSuppliers are evaluated based on product and servicequality, safety standards, reliability, pricing and value formoney, as well as compliance with applicable laws andregulations.2. Consideration of ESG and Business EthicsThe Company selects business partners who operateresponsibly, taking into account human rights, fair laborpractices, and environmental impact.Supplier Selection and Evaluation 3. Ongoing Supplier Performance EvaluationThe Company continuously monitors and evaluatessuppliers on a periodic basis, considering key criteriasuch as quality, on-time delivery of goods and services,and compliance with established standards.4. Supplier Database Management and Ranking(Supplier Evaluation)The Company maintains a comprehensive database andevaluation results of suppliers, which are used to analyzeand support decision-making in supplier selection andfuture development.5. Sustainable Supplier DevelopmentThe Company promotes continuous improvement anddevelopment among its suppliers to enhance standardsand foster sustainable growth alongside the organization.Identification of Key BusinessPartners1. Criteria for Identifying Key Business PartnersThe Company identifies key partners based onprocurement value, their importance to the provision ofmedical services, and the potential impact on businesscontinuity.2. Supplier Risk AssessmentThe Company assesses supplier risks in terms of quality,reliability, delivery performance, and dependency onsingle suppliers, in order to prioritize key partners.33. Regular Review and MonitoringThe Company reviews the list of key partners at leastannually to ensure alignment with business operationsand changing business conditions.Supplier and Partner Management IMH Hospital Group places strong emphasis onsystematic, transparent, and fair supplier management.The process covers supplier selection, monitoring, andcontinuous development to ensure the quality andstandards of goods and services. The Company conductsan annual evaluation of all suppliers at least once a yearto enhance efficiency and promote sustainability acrossthe supply chain.53Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Assessment Results of Key Business PartnersIMH Hospital Group for the Year 2025The IMH Hospital Group places importance on effective,transparent, and fair supplier management. In 2025, theCompany had a total of 657 direct suppliers, representingtotal procurement spending of THB 145,147,507.46, or71.57% of the Company’s total expenses.The Company defines “major suppliers” as suppliers withannual procurement spending exceeding THB 5 million. In2025, there were a total of 4 major suppliers, representingtotal procurement spending of THB 57,691,130.71, or28.44% of the Company’s total expenses, and accountingfor 39.74% of spending within the direct supplier group.The above expense structure reflects an appropriatelevel of risk diversification in terms of supplierdependency, together with maintaining relationshipswith major suppliers who play significant roles in theCompany’s business operations.The Company regularly monitors, evaluates, andreviews supplier performance to ensure that allsuppliers operate in accordance with the establishedstandards and align with the organization’ssustainable business practices.Supplier Proportion MajorSuppliers*28.44%Details 2025 Number of Direct Business Partners(Total number of Tier-1 suppliers)657 individuals Number of Key Direct Business Partners of the Company(Total number of significant suppliers in Tier-1)4 individuals Proportion of the Company’s Total Expenses in 2025Incurred withDirect Business Partners(% of total spending on significant suppliers in Tier-1)39.74% Total Expenses Incurred with Business Partners of the IMHHospital Group202,838,638.17 Baht Supply Chain AwarenessIMH Hospital GroupThe number of significant direct counterparties of the Company refers to thosewith annual expenditures exceeding THB 5 million.DirectSuppliers71.57%54Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Trade Credit Policy1. Determination of Trade Credit Terms withBusiness PartnersThe Company has established criteria for the selectionand evaluation of new vendors/subcontractors,including a standard trade credit term ranging from 30to 120 days. In cases where a counterparty proposes acredit term shorter than the standard, additionalconsideration will be given, particularly for urgentlyrequired items or those specifically related to servicedelivery. Furthermore, the Company has established apolicy to review and adjust trade credit terms in theevent of increased purchase volumes, and to consideradditional trade discounts (cash discounts) inaccordance with agreements with the AccountingDepartment.2. Payment Terms in accordance with the FinanceDepartment PolicyInvoices shall be submitted on the 5th day of eachmonth. In the event that the 5th falls on a publicholiday, invoice submission shall be deferred to thenext business day.Payments are made via bank transfer inaccordance with the agreed credit terms,calculated from the invoice submission date.Payments are scheduled at the end of each month.In the event that the payment date falls on apublic holiday, payment shall be made on thepreceding business day.Communication and Training forEmployees and Business Partners1. Security Personnel Training and DevelopmentThe IMH Group places strong emphasis on securitymanagement while upholding respect for human rights.The Company adheres to international frameworks,including the United Nations Guiding Principles onBusiness and Human Rights (UNGP) and Human RightsDue Diligence (HRDD), to ensure that the practices ofsecurity personnel are appropriate, transparent, andrespectful of human dignity.The Company provides comprehensive trainingprograms for its security personnel, focusing onsituational control, safety in healthcare facilities,appropriate service delivery, and non-discriminatoryconduct toward all service recipients. All securitypersonnel (100%) have completed training on humanrights and professional ethics, covering key topics inalignment with the Company’s human rights policy.In addition, the Company continuously monitors andreviews operational performance to ensure thatsecurity practices comply with international standards,while safeguarding the rights of all stakeholders andsupporting the Company’s long-term sustainablebusiness operations.2. Environmental TrainingIMH Hospital Group places strong emphasis oncontinuously enhancing environmental knowledge andawareness among its personnel under the “IMH GreenCare” concept, which focuses on environmentallyresponsible operations alongside the delivery of highquality medical services. The Company providestraining on waste management, infectious wastesegregation, efficient resource utilization, andminimizing the environmental impact of healthcareoperations.In this regard, the Company aims to instillenvironmental awareness at all levels of employeesand encourages the practical application of suchknowledge in daily operations. This effort is intendedto elevate environmental management standards,reduce unnecessary resource consumption, andsupport the achievement of the Company’s long-termsustainability goals under a structured ESG framework.55Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.3.4 Innovation Development and Strategic CollaborationThe IMH Hospital Group is committed to advancing its organization toward becoming an AI-First Hospital,with a strong emphasis on innovation development and strategic collaborations with partners across thepublic sector, private sector, and academic institutions. These efforts aim to enhance the quality of medicalservices and improve operational efficiency. The Company leverages artificial intelligence (AI) and digitaltechnologies to analyze health data, support clinical decision-making, and optimize service management,enabling more accurate, efficient, and timely patient care.In terms of innovation development, the Company has implemented digital systems to enhance accessibilityand convenience in healthcare services, including an online appointment system, electronic medical records,and health data integration through the “IMH Health” platform. This allows patients to access their healthinformation and medical test results in a fast, accurate, and efficient manner.The Company remains committed to continuously advancing its innovations to deliver an improved serviceexperience, strengthen competitiveness, and support the organization’s long-term sustainable growth.56Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.4.1 Environmental Policies, Practices, and Targets The IMH Hospital Group conducts its business with a strong commitment to environmental responsibility and thereduction of environmental impacts arising from both direct and indirect human activities. The Group aims to createshared benefits for employees at all levels within the organization, while demonstrating responsibility toward society,communities, and all stakeholders. The key practices are as follows:1. Foster continuous awareness of environmental responsibility among employees at all levels.2. Conduct business operations with minimal adverse impacts on society, the environment, and the quality of life of thepublic.3. Operate with responsibility toward the environment and society by prioritizing the selection and development ofproducts, services, processes, and operational approaches that promote efficient use of natural resources, environmentalfriendliness, energy conservation, and waste reduction, under the 3Rs principle: Reduce, Reuse, and Recycle, in order tominimize the environmental impact of the Group’s operations, stakeholders, and society.4. Communicate, train, and promote knowledge, understanding, and awareness of employees’ roles and responsibilities inenvironmental management to achieve the organization’s environmental objectives.5. Communicate environmental policies and practices to relevant stakeholders in the Group’s operations to ensureawareness and compliance with applicable laws, standards, and the Company’s environmental guidelines.3.4 Environmental Dimension In 2025, the IMH Hospital Group reviewed and enhanced its environmental management approach to establish a moresystematic framework supporting the operations of its hospitals and affiliated service units. The Group focused ondefining minimum common practices across all entities, alongside collecting baseline data to enable the setting ofquantitative targets in the future. The key developments are summarized as follows:Environmental Objectives in the Past Year 1) Electrical Energy ManagementEstablish guidelines to control electricity consumptionin high-usage areas, including air conditioningsystems, lighting, and medical support equipment.Enhance monthly monitoring of electricity usage atthe department and building levels to identify trendsand detect abnormal energy consumption.Promote preventive maintenance of electricalequipment and air conditioning systems to reduceenergy losses resulting from declining operationalefficiency.Revised Objective : The Company has shifted its focusfrom cost reduction to the systematic monitoring andcontrol of electricity consumption, with the ability toidentify areas for improvement. A database has beenestablished to support the setting of appropriate energyreduction targets in the following year.2) Fuel and Oil ManagementThe Company has strengthened controls over fuelconsumption related to transportation, service operations,and backup generators by enhancing its operationalpractices. Fuel refilling and usage are systematicallyrecorded, and periodic reviews are conducted to identifyany irregularities in fuel consumption. In addition, theCompany has reviewed and improved the management offuel storage tanks and storage areas to ensure safety,reduce the risk of leakage, and ensure proper handling ofoil spills and contaminated materials in accordance withapplicable regulations.Revised Objective : The Company places greateremphasis on risk control and efficient fuel utilization. Datacollection has been initiated to analyze fuel consumptiontrends and to establish measures aimed at reducingusage where feasible.3) Renewable and Clean Energy ManagementThe Company will adopt a feasibility-based approachtailored to each location, rather than announcing largescale projects. This approach begins with an assessmentof potential opportunities, such as rooftop suitability,engineering constraints, and building lease agreements,as well as the integration of energy-efficient procurementpractices (e.g., selection of energy-efficient equipmentand energy-saving certified products).Revised Objective : The approach will shift from a general“promotion” strategy to a “feasibility assessment andphased implementation” framework, in order to supportappropriate investment decisions and ensure verifiableoutcomes.4) Water Resource Management and Water QualityThe Company has expanded its practices from ensuringcompliance with wastewater treatment standards to amore proactive approach focused on monitoring andprevention. This includes:Regular monitoring of effluent quality and wastewatertreatment systemsPreventive maintenance of wastewater treatmentsystems and related equipmentImplementation of water conservation measures inservice operations and facility management (e.g.,inspection for leaks and appropriate equipmentupgrades)Revised Objective : The Company has shifted its focusfrom merely achieving compliance to ensuring consistentcompliance while minimizing system failure risks. Inaddition, the Company has initiated the collection ofwater usage data to establish targets for reducing waterconsumption in the coming year.57Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
5) Waste and Waste ManagementThe Company has enhanced its operational practices bystrengthening a “waste segregation at source” approach,along with systematic monitoring of transportation anddisposal processes. This covers general waste, recyclablewaste, hazardous waste, and infectious waste.Increase waste segregation points and methods toensure alignment with actual operational practices.Strengthen documentation control for waste disposaland the selection of qualified disposal serviceproviders in accordance with regulatory requirements.Emphasize communication and regular review ofprocedures with relevant stakeholders to minimizecross-contamination between waste categories.Revised Objective : From a primary focus on “properdisposal,” the Company has evolved its approach toprioritize the reduction of risks arising from impropersegregation, as well as to enhance the completeness andaccuracy of data for consolidated reporting purposes.6) Biodiversity ManagementThe Company has adapted its approach to biodiversitymanagement to suit the context of an urban healthcarefacility, focusing on minimizing indirect environmentalimpacts and preserving green areas rather thanundertaking large-scale conservation projects.Maintain and care for green areas and trees withinthe service premises as appropriateAvoid the use of high-risk chemicals in landscapingand maintenance activitiesPromote the procurement and use of environmentallyfriendly materials where feasibleRevised Objective : From previously lacking a formalframework, the Company has established minimumoperational guidelines to preserve green spaces andreduce impacts on the local ecosystem within its area ofoperation.7) Greenhouse Gas Management and Climate ChangeThe Company has begun establishing a foundation forclimate management by linking it to energy consumptionand transportation/fuel usage. This includes initiating thecollection of verifiable data on activities related togreenhouse gas emissions, such as electricityconsumption, fuel usage, and waste generation, tosupport the future development of the Company’scorporate carbon footprint assessment. In addition, theCompany considers adaptation measures, including thereadiness of backup power systems and businesscontinuity planning to address extreme weather events.Revised Objective : From “no quantitative targetsestablished,” the Company has transitioned to “initiatingthe development of a data baseline and monitoringframework” to support the setting of appropriate emissionreduction targets in the future.9) Noise Pollution ManagementThe Company has strengthened its operational practices witha focus on maintaining a quiet and appropriate environmentwithin healthcare facilities. Key measures include:Establishing guidelines to control noise from maintenancework and contractors, ensuring such activities areconducted at appropriate timesMonitoring the use of equipment and publicannouncements within service areas to minimize noisedisturbanceImplementing clear procedures for receiving complaintsand promptly addressing noise-related issuesRevised Objective : This approach has evolved from reactiveproblem-solving to a preventive and control-based framework,aimed at minimizing impacts on patients and enhancing theoverall service experience.3.4.2 Environmental Performance 8) Air Quality ManagementEnhance the management of indoor air quality (IAQ) with amore operational and systematic approach, with emphasis on:Regular maintenance of air conditioning systems, includingscheduled cleaning and replacement of air filtersManagement of high-risk areas, such as dust accumulationpoints and odor-prone zonesControl of activities that may generate dust or cause odordisturbances within service areasRevised Objective : The approach has evolved from a generalfocus on cleanliness to a system-based and preventivemanagement of air quality, in order to maintain optimalconditions for patients, staff, and service users.Water Management Plan (Energy and ResourceManagement)The IMH Hospital Group recognizes the importance of efficientand sustainable water use, as water is an essential resourcefor the delivery of medical services as well as various hospitaloperations, including cleaning, patient hygiene, and maintaininga safe and hygienic environment within the facilities. In thisregard, the Organization has established a practical watermanagement plan aimed at enhancing water-use efficiency,reducing water loss, and promoting participation amongpersonnel at all levels. The key implementation guidelines areas follows:1. Efficient Water UsageThe IMH Group will install water-saving devices in high-usageareas, such as sensor-based faucets and water-efficientshowerheads. Water pressure will also be adjustedappropriately across different areas to reduce waterconsumption without affecting service quality.2. Plumbing Maintenance and Leakage PreventionThe Group regularly inspects plumbing systems and sanitaryfixtures, and promptly repairs any detected issues. In addition,a quarterly preventive maintenance plan is implemented tominimize the risk of unnecessary water loss.3. Water ReuseThe IMH Group plans to consider the implementation ofgreywater treatment systems, utilizing water from washbasinsand showers in certain areas for activities such as wateringplants or cleaning parking areas. This approach aims to reducethe long-term use of potable water.4. Water Usage Monitoring and Performance EvaluationThe IMH Group will install water meters for each operationalarea to enable accurate analysis of water consumption byzone. Monthly and annual water usage reports will be preparedto support planning, improvement, and future operationaldevelopment.58Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
59Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025Energy Management Plan – Electricity ManagementOver the years, IMH Hospital Group has continuously implemented energy conservation measures onan annual basis, while fostering awareness of efficient energy usage among executives, employees,and service users within hospital facilities. The Group promotes the use of stairs instead of elevatorsfor distances of 1–2 floors, and campaigns for turning off water, lights, and air-conditioning systemswhen not in use. In addition, air-conditioning temperatures are set at an appropriate level ofapproximately 25 degrees Celsius. The Company has also progressively replaced conventionallighting with energy-efficient LED lighting throughout its hospitals and adjusted illumination levels tosuit the functional requirements of each area.Furthermore, IMH Hospital Group has initiated the installation of solar power generation systems onthe rooftops of hospital parking areas at five locations. This initiative aims to reduce electricityexpenses and decrease reliance on external power supply sources.These measures reflect IMH Hospital Group’s commitment to efficient and sustainable energymanagement. The Group not only encourages personnel and service users to participate in energyconservation, but also invests in environmentally friendly technologies, such as LED lighting and solarenergy systems, to reduce dependence on external energy sources and demonstrate theorganization’s tangible responsibility toward the sustainable use of natural resources.
Electricity Consumption: 2023 – 2025Electricity Expenses (THB) Units Consumed (kWh)12,091,149.532,352,59612,819,578.612,876,42711,892,094.652,681,256Medium-term results of diesel fuelconsumption reductionCompared to the previous year (2025 vs. 2023)Diesel Fuel ConsumptionFuel Expenses (THB) Volume (Liters)2,173,845.1169,973.842,984,361.0690,718.032,818,246.4279,626.46Performance in Electricity ManagementCompared to the base year 2023, which recorded electricity consumption of 2,352,596 kWh with a cost of THB 12,091,149.53, in 2025electricity usage increased to 2,681,256 kWh, an increase of 328,660 kWh or 13.97%, reflecting the expansion of services and thegrowing number of patients. However, the Company successfully managed electricity costs, reducing them to THB 11,892,946.65, adecrease of THB 198,202.88 or 1.64%.This cost control demonstrates the Company’s efficiency in energy management, resulting from ongoing energy-saving measures,improvements in the performance of equipment and hospital utility systems, and the promotion of proper energy usage behaviorsamong staff. These efforts align with the environmental management initiatives under the “IMH Green Care” program.2023 2024 2025 2023 2024 2025 Short-term Results of ElectricityConsumption ReductionCompared to the Previous Year (2025 vs. 2024) -6.78%Note: Electricity consumption data pertains to the IMH Hospital Group. Short-term Results of Diesel FuelConsumption ReductionCompared to the Previous Year (2025 vs. 2024) -40.33%+299.62 Note: Electricity consumption data pertains to the IMH Hospital Group. Performance in Diesel Fuel ManagementIn 2025, the IMH Hospital Group had a total diesel fuel consumption of 279,626.46 liters, with expenses of 2,818,246.40baht. Compared to 2024, diesel consumption increased by 188,908.43 liters, or 40.33%, corresponding to an increase inexpenses of 166,114.66 baht, or 6.27%, resulting from the expansion of services and increased vehicle usage, especiallyproactive services and off-site services.The Company has continuously implemented energy management measures, such as efficient route planning forservices, fuel usage control, and regular vehicle maintenance, to improve energy efficiency and control costs in thelong term.Medium-Term ElectricityConsumption ReductionCompared to the Previous Year (2025 vs. 2023)+13.9760Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Performance in Water ManagementIn 2025, the IMH Hospital Group consumed a total of 53,676 cubic meters of water, with water supplyexpenses of THB 938,611.59. Compared to 2024, water consumption increased by 12,810 cubic meters, or31.35%, while expenses increased by THB 55,267.03, or 6.26%, reflecting the expansion of services and thegrowing number of patients.Note: Gasoline consumption data pertains to the IMH Hospital Group. Performance in Gasoline ManagementIn 2025, the IMH Hospital Group consumed a total of 1,956.59 liters of gasoline, with expenses of THB 66,818.10.Compared to 2024, gasoline consumption decreased by 2,705.72 liters, or 58.04%, while expenses decreased byTHB 115,632.71, or 63.37%, reflecting effective energy management and tangible fuel cost control.Medium-Term Reduction in Gasoline ConsumptionCompared to the Previous Year (2025 vs. 2023)Short-Term Reduction in Gasoline ConsumptionCompared to the Previous Year (2025 vs. 2024)-58.04%-58.70% Gasoline ConsumptionFuel Cost (THB) Volume (Liters)174,639.474,737.67182,450.814,662.3166,818.11,956.592023 2024 2025 Water Consumption for the Years 2023 – 2025Water Supply Costs (Baht) Volume (Cubic Meters)821,308.3646,102883,344.5640,866938,611.5953,6762023 2024 2025 Results of Reduced Tap Water ConsumptionCompared to the Previous Year (2025 vs. 2024)+31.35% Results of Reduced Tap Water ConsumptionCompared to the Previous Year(2025 vs. 2024)+16.43%61Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Performance in Waste and Hazardous Waste ManagementIn 2025, the IMH Hospital Group generated a total of 128,414.84 kilograms of waste and hazardous waste,with waste management expenses of THB 896,851. Compared to 2024, waste volume increased by22,005.84 kilograms, or 20.68%, while waste management costs increased by THB 253,571, or 39.41%.This increase corresponds with the higher volume of medical services provided, as well as strictermanagement of infectious waste and hazardous materials in compliance with safety standards.Volume of Waste and Hazardous Materials for 2023–2025Waste Disposal Fee (THB) Unit (Kilogram)335,965.153,777643,280106,409896,851128,414.84Waste Reduction PerformanceComparison with the Previous Year(2025 vs 2024)+20.68%Waste Reduction PerformanceComparison with the Previous Year(2025 vs 2024)+138.80%2023 2024 202562Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.5 Social Management The IMH Hospital Group conducts its business with a strong sense of responsibility and respect forhuman dignity, including that of employees, patients, customers, communities, and business partners.The Group is committed to upholding human rights across all aspects of its operations, while strictlyadhering to Thai laws, good corporate governance principles, and medical ethics.3.5.1 Social Policies and Practices 1. Employee RightsEmployment is conducted in compliance with laborlaws, with fair compensation and appropriatebenefits.Working hours and leave entitlements are fair andin accordance with applicable regulations.A confidential grievance mechanism is provided,allowing employees to report concernsanonymously.Harassment, bullying, and abuse of authority arestrictly prohibited.6. Occupational Safety and HealthProvide a safe working environmentConduct safety and infection control trainingProvide personal protective equipment (PPE)Perform annual health check-ups2. Migrant / Foreign WorkersEnsure that all employment documentation isaccurate and in full compliance with applicablelaws and regulations.Do not retain any personal identification documentsof employees.Provide wages and benefits that are not lower thanthose of Thai employees in equivalent positions.Communicate rules and regulations in a languagethat is clearly understood by employees.3. Child LaborThe Company does not employ workers below theminimum legal working age.The Company verifies the age of all job applicantsprior to employment.The Company includes contractual clauses withbusiness partners prohibiting the use of child laborand forced labor.4. Consumer / Patient / Customer RightsProvide accurate and transparent medicalinformationRespect patients’ rights and their decisionsregarding treatmentProtect personal data and ensure data privacyEstablish a system for receiving and addressingservice complaints5. Community and Environmental RightsConduct operations without causing adverseimpacts on community healthEngage with and address concerns raised bycommunities surrounding the hospitalControl waste, wastewater, and pollution incompliance with applicable laws and regulationsSupport public benefit and community-orientedactivities7. Non-DiscriminationThe Company does not discriminate on the basisof gender, age, race, religion, or any other status.The Company promotes equal opportunities inemployment and professional development.Career advancement is based on performanceand merit.8. Supplier Rights and Supply ChainEstablish a code of ethics for business partnersand suppliersPromote responsible procurement practicesDo not engage with suppliers that violate humanrightsRegularly review and assess key suppliersGovernance and Complaint MechanismEstablish internal and external complaint channelsProvide protection for whistleblowers andcomplainantsConduct investigations by the relevantdepartments and report findings to managementImplement appropriate corrective and remedialactionsEnsure that offenders are subject to disciplinaryand legal considerations63Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
In 2025, the IMH Hospital Group implemented a systematic approach to human resource management, coveringcompensation, employee development, organizational relations, workplace safety, and the protection of laborrights across all groups. These efforts aim to foster a sustainable working environment while supporting employeegrowth and enhancing the quality of medical services.3.5.2 Social Performance 3.5.2.1 Respect for Human Rights and Labor Practices 1. Fair Employee CompensationThe IMH Hospital Group implements a faircompensation policy based on employees’ roles,responsibilities, and performance. The Group conductsannual salary structure reviews to ensure alignmentwith the cost of living and labor market trends in thehealthcare services sector.Operating Results• The Company has established an efficient and reliablepayroll and compensation management system,achieving a high accuracy rate of 99% in salary andcompensation payments. This reflects strong attentionto detail and a well-structured operational process. Inaddition, the Company has consistently ensured 100%on-time salary payments across all payment cycles,thereby building employee confidence and satisfaction,while fostering long-term engagement and trust in theorganization.• The Company also provides annual bonuses based onits operating performance, with transparentcommunication to employees.2. Employee Training and DevelopmentThe IMH Hospital Group is committed to the continuousdevelopment of its employees’ capabilities to ensurethey can meet evolving professional standards andrapidly changing technologies.Operating Results• All employees across all levels received an average of6 hours of training per person per year.• Key training programs were conducted on topics suchas infection control, patient communication, andmedication safety.• Over 95% of employees have completed the requiredtraining in accordance with their job requirements.3. Employee Engagement and Relationship BuildingThe organization encourages employees at all levels toparticipate in hospital activities while fostering a workenvironment that promotes engagement, collaboration,and a strong sense of ownership.Operating Results• Employee engagement across the IMH Hospital Groupis at a very high level of 95%.• The employee turnover rate decreased from 11% to 7%.4. Migrant / Foreign WorkersAt present, the IMH Group does not directly employmigrant or foreign workers. However, the Grouprecognizes the importance of managing such workforcein compliance with applicable laws and human rightsprinciples, should such employment arise in the future.The Group is prepared to establish fair, transparent, andnon-discriminatory practices, while ensuring equalprotection of fundamental rights for all employees.Particular emphasis will be placed on workplace safety,access to employee benefits, and effectivecommunication that accommodates linguistic andcultural diversity.Operating Results• There were no complaints or labor disputes within thisgroup.5. Child LaborThe IMH Group has a clear policy of not employing childlabor under any circumstances and strictly complieswith the legal minimum working age requirement, whichis 18 years and above.Operating Results• All employees’ identification documents are thoroughly verified prior to employment.• There were no incidents of child labor employmentduring the past year.6. Occupational Safety and HealthAs a medical organization, IMH places the highestpriority on the health and safety of its employees,particularly those working in high-risk areas.Operating Results• Conduct occupational safety training programs,including the use of Personal Protective Equipment(PPE), safe handling of needles, and proper patienthandling and transfer.• Provide risk-based health examinations, such as chestX-rays, hearing tests, and vaccination programs.• Maintain designated Safety Officers at the hospitaland ensure that all workplace incidents are reportedand documented.• In 2025, there were no serious work-related accidents,and the rate of absenteeism due to occupationalinjuries remained at zero.64Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
The IMH Group of Hospitals places strong emphasis onpromoting gender equality and creating equal value for allemployees, adhering to the principles of non-discrimination andrespect for diversity and inclusion. The Company is committed tofostering an open and fair working environment.In 2025, the Company had a total of 622 employees, comprising141 male employees, accounting for approximately 22.67%, and481 female employees, accounting for approximately 77.33%.This reflects a workforce structure that promotes equalopportunity and is aligned with the nature of the healthcareservice business.The Company continues to support equal opportunities forcareer development and advancement for employees of allgenders, with the aim of strengthening employee engagementand supporting long-term sustainable growth.Human Rights and Labor PracticesValue Creation and Gender Equality141 persons(2.67%)481 persons(77.33%) Male Employees (persons) Female Employees (persons)0 50 100 150 200 250Under 30 Years of AgeAged 30–50 YearsOver 50 Years of Age65236532062339Number of Employees by Age GroupTotal: 622 persons (100%)65Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
66Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Contract Renewal Rateamong RetireesThe IMH Hospital Group places great importance onsustainable human resource management, with a focus onknowledge retention and preserving the experience of itspersonnel to support the continuity of its operations.In 2025, the Company had a total of 12 employees reachingretirement age. All employees received full statutorybenefits in accordance with labor laws, and 7 employees,representing 58.33%, chose to extend their employment.This decision was primarily based on the employees’willingness, along with assessments of their merit andperformance potential.The Company also promotes the transfer of knowledgefrom experienced personnel to new generations ofemployees, in order to strengthen its human capital andsupport sustainable growth under the ESG framework,particularly in the social dimension.Retiree Management RenewedContracts58.33%RetiredEmployees1.93%Employment Creation forPersons with DisabilitiesIMH Hospital Group places strong emphasis on promotingemployment opportunities and social inclusion for personswith disabilities, guided by the principles of equality andnon-discrimination. The Company strictly complies with allapplicable laws and regulations related to the promotionand improvement of the quality of life for persons withdisabilities.In 2025, the Company did not employ persons withdisabilities under Section 33. However, the Companyprovided support through concession arrangements underSection 35, benefiting two individuals, to promote incomegeneration and career opportunities for persons withdisabilities.The Company remains committed to continuously creatingvalue and opportunities for persons with disabilities, inorder to foster social equality and support responsiblebusiness operations under the ESG framework, particularlyin the social dimension, with a focus on sustainabledevelopment.Human Rights and Labor PracticesPerformance1. Human Rights PracticesThe Company conducts its business in accordance withhuman rights principles, respecting human dignity andensuring no discrimination against all employees.2. Communication and TrainingThe Company communicates its policies and providestraining on human rights and business ethics toemployees, with 100% employee participation.3. Workplace Environment and Employee WelfareThe Company promotes a safe and appropriate workingenvironment, along with employee welfare that supportsand enhances the quality of life of its workforce.4. Equal EmploymentThe Company employed a total of 622 employees and iscommitted to fair employment practices. In addition, theCompany supports employment opportunities for personswith disabilities under Section 35, totaling 2 individuals.5. Governance and Grievance MechanismThere were no significant complaints or human rightsviolations reported during the year 2025.67Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.5.2.2 Responsibility for HumanResourcesThe IMH Hospital Group places great importance onsystematic and responsible human resourcemanagement. The Company is committed to developingemployee potential while maintaining an appropriatequality of working life. Human resource practices arecarried out under the principles of equality, nondiscrimination, and respect for human rights and dignity.The Company continuously plans and develops itshuman resources through training, skill enhancement,and career advancement support, while providing a safeand supportive working environment that complies withoccupational health and safety standards.In addition, the Company emphasizes employeeengagement, internal communication, and appropriatewelfare management to foster strong employeeengagement and strengthen human capital. Theseefforts serve as a key foundation for supporting theCompany’s long-term sustainable growth under the ESGframework, particularly in the social dimension.The IMH Hospital Group is committed to driving itsorganization through a systematic Digital Transformationby leveraging digital technologies and innovation toenhance the quality of medical services and improveoperational efficiency. The Company places strongemphasis on the development of its informationtechnology infrastructure, effective data integration, andthe utilization of data analytics to support decisionmaking.The Company has developed and implemented digitalsystems in key processes, including electronic medicalrecords (EMR), online appointment systems, andhealthcare platforms, to enhance convenience, speed,and accuracy in service delivery to patients. In addition,the Company promotes the development of digital skillsamong its personnel to enable them to effectively adaptto technological changes.Such initiatives are instrumental in strengthening theCompany’s competitiveness, supporting its ability torespond to future changes in the healthcare industry,and contributing to sustainable long-term growth.Digital Transformation Journey Infection Prevention and Control in HospitalsBasic Life Support (CPR)Human Resource Development andKnowledge EnhancementIn-House Training Programs Quality Development Patient Safety Goal : SIMPLE & ServiceExcellenceFire Prevention and Fire SuppressionMeasuresInfection Prevention and Control in Hospitals5S and Big Cleaning Day ActivitiesFire Drills and Emergency Evacuation DrillsSafety Medical TechnologyDietitian / NutritionistNursing (Operating Room NursingAssociation)End-of-Life Patient CareMechanical Ventilation and Oxygen TherapyNursing CareElectrocardiogram (EKG) Monitoring andInterpretationNursing Process and Clinical DocumentationHigh-Alert Medication (HAD) SafetyMedication Allergy Assessment andPreventionPerioperative Nursing and Pain ManagementPatient Handling and Transfer TechniquesBasic Life Support (BLS)Cardiopulmonary Resuscitation (CPR)PracticeNursing Operations System andManagementProfessional Skills Development68Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Medical Equipment and Device ManagementHospital Risk Management for StaffInnovation and Continuous QualityImprovement (CQI)Customer Relationship Management (CRM)for Management EngagementPhysiotherapy AssociationPersonality DevelopmentNew Employee OrientationManagementHA National ForumHealthcare Accreditation (HA) and theDevelopment of Nursing Service QualityRisk Management System in Hospitals for QualityAssuranceClinical Quality and Patient SafetyNursing and Medication ManagementSafety Engagement : Enhancing Quality SystemManagement for 3P SafetyAchieving Performance through Quality SystemsDevelopment of Patient Referral Systems inBangkok and Metropolitan AreasS.E. Urinaltsis Talk 2025 @BankDevelopment of Data and Information Utilizationfor Hospital Quality Improvement, Batch 1External Training ProgramsQuality DevelopmentRadiologic TechnologistImprovement of Outpatient and Inpatient MedicalRecord Review ProcessesNursing Care for Patients with Cardiac ArrhythmiaStroke: A Silent Threat Requiring VigilanceIntegration of Mind and Body in Physical TherapyTreatmentUnderstanding and Managing Acute MyocardialInfarctionCollaboration and Sustainability of OperatingRoom Nursing in the Digital EraFundamentals of Infection Prevention and Controlin Healthcare FacilitiesMedical Coding Impacting DRG Version 6 (THB5,000 per person)Medical Fair Thailand 2025National Emergency Medical ManagementProgram (Institute of Emergency Medicine), Class17Management and AdministrationReduction of accounting and tax-related errorsRecording of revenues and expenses inaccordance with accounting standards, and theirimpact on the financial statementsPreparation of effective financial reports formanagementTFRS(Thai Financial Reporting Standards)Finance and AccountingEmployee EngagementIMH Hospital Group places strong emphasis onemployee engagement, aiming to foster a workenvironment that promotes participation, trust, andthe development of personnel at all levels. Thisapproach supports efficient and sustainableoperations.In 2025, the Company conducted an employeeengagement survey with participation from 622employees, representing 100% of the workforce, inline with the established target. The results reflect ahigh level of employee engagement and confidencein the organization.During the same period, the Company recorded 53voluntary resignations, equivalent to 8.52%, which isconsidered appropriate for the service industry. Theprimary reasons for resignation included careerchanges, relocation, and personal circumstances.Nevertheless, the Company has continuouslyimplemented retention measures, including employeedevelopment and career advancement programs,improvements in employee benefits, and thepromotion of a positive work environment. Theseinitiatives aim to strengthen employee engagementand reduce turnover in the long term.The Company remains committed to continuouslyenhancing its human resource strategies tostrengthen human capital and support sustainableorganizational growth under the Environmental,Social, and Governance (ESG) framework, particularlyin the Social dimension.69Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Human Capital Performance andResponsibility1. Employee DevelopmentThe Company requires that each employee receive anaverage of no less than 6 hours of training per year toenhance knowledge, skills, and operational efficiency ona continuous basis.2. Employee EngagementThe Company conducted an employee engagementsurvey, with 622 employees participating, representing100% participation. The employee engagement level was80%, meeting the Company’s target and reflecting strongengagement and confidence in the organization.3. Employee TurnoverIn 2025, the Company recorded 53 voluntaryresignations, accounting for 8.52% of total employees,which is considered an appropriate level. The primaryreasons for resignation were career changes andpersonal circumstances.4. Employee Welfare and Quality of LifeThe Company provides appropriate welfare and asupportive working environment to promote employeewell-being, safety, and organizational engagement.3.5.2.3 Responsibility TowardService RecipientsQuality and SafetyThe IMH Hospital Group places the highest priority onquality and safety in the provision of medical services,with a strong commitment to patient-centered care. TheCompany operates in strict compliance with relevantprofessional standards and regulatory requirements. TheCompany is dedicated to continuously enhancing itshealthcare delivery system to ensure quality, safety, andefficiency, in order to build trust and deliver satisfactionto its patients.The Company has established a systematic approach toclinical risk management, service quality control, and theprevention of adverse events. In addition, the Companycontinuously promotes the development of medicalpersonnel’s capabilities to enhance the standard of careand mitigate potential risks. The Company is committedto fostering a strong safety culture and continuousimprovement within the organization, ensuring thatpatients receive high-quality and safe care in line withinternational standards, thereby supporting thesustainable growth of the organization.Patient Quality and Safety1. Patient-centered and standardized service deliveryThe Company provides services with courtesy and apatient-centered approach, ensuring a positiveexperience for all patients.2. Convenience and prompt access to servicesThe Company continuously develops its appointmentsystems and service processes to reduce waiting timesand enhance patient convenience.3. Clear and transparent communicationComprehensive and easily understandable informationregarding treatments is provided to ensure patients haveconfidence in making informed decisions.4. Continuous feedback and service improvementThe Company maintains channels for receiving feedbackand complaints, which are used to continuously improveservice quality.5. Commitment to quality and patient safetyThe Company operates under strict medical and safetystandards to ensure patient confidence in receivingservices.Performance on ResponsibilityTowards Service RecipientsThe Company is committed to continuously enhancingthe quality of its services to improve customersatisfaction, underpinned by responsibility and ethicalbusiness practices. In 2025, the Company achieved an“Excellent” level of customer satisfaction, with a scoreof not less than 80%.Overall Satisfaction: 95%2. All complaints were fully addressed and responded to(100%).3. The average waiting time has been continuouslyreduced compared to the previous year.70Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Customer Complaint Management 1. Accessible Complaint ChannelsThe Company has established multiple accessiblecomplaint channels, including Line Official, email,telephone, the Company’s website(www.imhhospital.com), as well as TikTok and Facebook,to facilitate convenience for service users.2. Systematic Receipt and Verification of ComplaintsAll complaints are recorded and investigated with 100%verification of facts. The Company coordinates withrelevant departments to ensure appropriate and timelyresolution.3. Prompt Response and Issue ResolutionThe Company prioritizes responding to service userswithin 1–3 business days, achieving a 100% responserate. Issues are addressed in a fair and effective manner.4. Continuous Service Improvement Based onComplaintsComplaint data are analyzed and utilized to improveoperational processes and continuously enhance servicequality.5. Follow-up and Confidence BuildingThe Company monitors and closes all complaints at a100% completion rate and communicates the outcomesto service users, thereby enhancing satisfaction andbuilding trust in the services provided.Number of Customer Privacy Breach Complaints: 0casesService Responsibility and Customer Care Practices 1. Provision of High-Quality, Standard-CompliantServicesThe Company is committed to delivering medicalservices in accordance with professional standards toensure that patients receive appropriate, accurate, andeffective care.2. Emphasis on Patient SafetyThe Company systematically manages risks and controlsservice quality to minimize the likelihood of adverseevents.3. Continuous Service Process ImprovementThe Company continuously enhances service processesand adopts technology to improve convenience,efficiency, and responsiveness to patient needs.4. Listening to Feedback and SuggestionsThe Company provides channels for patients to expressopinions and submit complaints, which are used tocontinuously improve service quality.5. Enhancing Patient Satisfaction and TrustThe Company delivers services with courtesy,transparency, and attentiveness to patients in order tobuild trust and ensure a positive service experience.Stakeholder Engagement Channels Direct Communication Channels The Companyprovides opportunities for stakeholders tocommunicate through relevant departments, such asthe Call Center, customer service points, and on-sitepersonnel.Online and Digital Communication Channels TheCompany utilizes its website (www.imhhospital.com),social media, and digital platforms, including LINEOfficial Account, TikTok, and Facebook, tocommunicate information, news, and to receivefeedback from stakeholders.Opinion and Satisfaction Surveys The Companyconducts regular surveys to gather feedback andassess stakeholder satisfaction, using the insights tocontinuously improve its services and operations.Stakeholder Engagement Strategy Provide patient care in accordance with theHospital Accreditation (HA) standards inThailand, ensuring that the hospital’smanagement system and service delivery aresafe, high-quality, and compliant withrecognized standards.Actively collect feedback, suggestions, andcomplaints from service recipients to analyzeand continuously improve the quality ofservices.Organize ongoing health education and trainingprograms for patients and the general public topromote appropriate health practices anddisease prevention.Establish systems and measures to protectpatient and medical information, ensuring datasecurity, privacy, and strict confidentiality.71Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3.5.2.4 Contribution to Enhancing Quality of Life in SocietyThe IMH Hospital Group places strong emphasis on contributing to the improvement of people’squality of life in society. The Group continuously undertakes health and social initiatives, includinghealth education, proactive health screening, and community support, to promote well-being andenable equitable access to appropriate medical services. The Company also strives to fostercollaboration with relevant stakeholders and surrounding communities to enhance quality of life,reduce health inequality, and support sustainable social development.Management Approach to Enhancing Quality of Life in SocietyFree Health Check-up Caravan Project for 1 Million People in Collaboration with theBangkok Metropolitan Administration’s Medical Service Department72Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Basic First Aid and Cardiopulmonary Resuscitation (CPR) Training Program with Demonstrationon the Use of an AED for Vathai Industrial Public Company LimitedBasic First Aid and Cardiopulmonary Resuscitation (CPR) Training Program withDemonstration on the Use of an AED for Corporate Organizations for Auto BusinessCorporation Co., Ltd.73Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
โBasic First Aid and Cardiopulmonary Resuscitation (CPR) Training Program with Demonstrationon the Use of an AED for Futsal Athletes, Students from Schools in Bang Kho Laem DistrictCorporate Health Training Program for RX Co., Ltd. Scholarship Grant Program in Celebration of National Children’s Day 2025for Students of Wat Kamphaeng School74Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Intermedical Care & Lab Public Company Limited (the “Company”) hereby provides a summary of theexplanation and analysis of the financial position and performance of the Company’s consolidatedfinancial statements for the year 2025 as follows1.The Company recorded a profit from operating activities before finance costs, depreciation, incometax expenses, and provisions under accounting standards of THB 22.90 million. During the secondquarter of 2025, two subsidiaries, namely Accu Fast Lab Center Co., Ltd. (IMH Thonburi Hospital) andIMH Silom Hospital Co., Ltd. (IMH Silom Hospital), registered as primary care units and regular serviceunits to accept patients under the government’s universal coverage scheme, which resulted inincreased hospital costs. Subsequently, IMH Thonburi Hospital withdrew from the primary care/regularservice units, remaining only as a referral hospital. Consequently, hospital costs have not yet beenfully adjusted to reflect the change in business model, leaving certain accounting costs stilloutstanding.2.The Company has non-cash items under accounting standards, such as depreciation of theCompany totaling THB 55.81 million, depreciation of right-of-use assets – land leases amounting toTHB 15.42 million, as well as a provision for doubtful debts arising from past medical service billingsto the National Health Security Office (NHSO) totaling THB 88 million. In fact, the Companycontinues to follow up and collect from the NHSO. The above-mentioned provisions have no impacton the normal operations of the hospitals.4. MANAGEMENT’S DISCUSSION AND ANALYSIS MD & AThis section provides an explanation and analysis of the company’s financial position and performance forthe year ended December 31, 2025, prepared by the company’s management to reflect an overview of theoperating results, financial position, as well as the assessment of key factors that may affect thecompany’s future business opportunities and performance.This analysis should be considered together with the company’s financial statements and theaccompanying notes, as well as other significant information included in this annual report, in order toprovide a comprehensive and well-rounded understanding of the company’s position and performance. Inpresenting the information, management has rounded certain figures, including financial ratios expressedas percentages, to make the presentation concise and easy to understand. However, such rounding doesnot affect the substance of the information presented.Furthermore, the company’s financial statements for the year ended December 31, 2025, have beenaudited by a certified public accountant, Ms. Soraya Tintasuwan, registration number 8658, of ThammanitiAudit Company Limited, an independent auditor, who has expressed an opinion on the financial statementsin accordance with generally accepted auditing standards.3.During the year 2025, the subsidiaries recorded provisions from medical service revenues related tothe National Health Security Office and did not record lease agreements for land, as the Companyhad an agreement with the lessor to extend the land usage period. However, the subsidiaries haverestated the financial statements retrospectively, which affected the consolidated statements offinancial position as of January 1, 2024, and December 31, 2024, and the consolidated statementsof comprehensive income for the year ended December 31, 2024, as summarized below75Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Statement of Financial Position As of 1 January 2024 As of 31 December 2024 Statement of Comprehensive Income For the Year Ended 31 December 2024 Contract Assets Contract Assets Revenue from Hospital Operations Right-of-Use Assets Right-of-Use Assets Administrative Expenses Other Non-Current Assets Other Non-Current Assets Finance Costs Portion Attributable to the Parent Company Accrued Corporate Income Tax Accrued Corporate Income Tax Income Tax (Expense) / BenefitPortion Attributable to Non-Interests Lease Liabilities Lease Liabilities Loss for the Year Total Comprehensive Loss for the Year Basic Loss per Share Control Retained Earnings – Unappropriated Retained Earnings – Unappropriated As previouslypresented354,751,136.14 311,223,117.17 623,333,032.92 156,135,031.74 146,243,085.83 128,504,224.91 63,860,678.22 64,076,267.84 54,684,185.21 12,838,704.21 4,997,949.16 2,014,133.97 (74,456,216.75) (68,650,813.39) (3,427,735.01) (3,427,735.01) (0.35) 8,545,815.16 6,497,388.26 438,291,811.24 369,640,997.85 ConsolidatedFinancial StatementsBaht AdjustmentsIncrease (Decrease)(31,334,716.42) (46,351,886.11) (15,017,169.69) 259,094,088.90 250,185,409.63 8,908,679.27 (29,925,919.11) (21,139,690.77) 11,892,281.42 (25,324,686.51) (26,324,686.51) (3,329,817.79) (3,329,817.79) (0.12) (6,192,862.40) (410,068.00) (7,163,626.08) 398,023,267.98 376,189,464.85 (42,125,987.42) (67,450,673.93) Enhancement 323,416,419.72 264,871,231.06 608,315,863.23 415,229,120.64 396,428,495.46 137,412,904.18 33,934,759.11 42,936,577.07 66,576,466.63 (99,780,903.26) (94,975,499.90) (6,757,552.80) (6,757,552.80) (0.47) 6,645,841.81 4,587,881.16 (5,149,492.11) 406,569,083.14 382,686,853.11 396,165,823.82 302,190,323.92 Portion Attributable to the Parent Company Portion Attributable to Non-Interests Control76Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Expand the customer base across Social Security, life insurance, and self-pay segments, enhance capabilitiesthrough the recruitment of specialist physicians from public hospitals and investment in advanced medicalequipment to support more complex treatments, and position the Company as a leading hospital capable ofserving patients across all schemes while reducing referral costs to higher-capability hospitals.1. Expand the number of specialized healthcare professionals from medical schools to accommodate the growingoutpatient volume.2. Conduct targeted marketing campaigns within local enterprises to increase the number of insured persons underthe Social Security scheme.3. Develop promotional campaigns to attract customers and enhance access to Social Security benefits.4. Promote the 14-item free health check-up program under the Social Security scheme to support rights transferawareness and encourage uptake of additional services beyond the entitled benefits.5. Promote annual health check-ups and aesthetic services at special prices under the Wellness department toincrease revenue from self-pay customers.6. Expand the network of life insurance agents to further grow the customer base in the life insurance segment.7. Promote services to migrant workers who purchase private insurance through agents.The overview of operations and the analysis of changes in the operating results of the Company’s consolidatedfinancial statements for the year 2025 are as follows:Outlook for 2026Marketing Plan1. Consolidated Financial Statements – Statement of Comprehensive IncomeUnit: Million BahtRevenue Service Revenue Hospital Operating Revenue Other Income174.66580.258.6422.8775.991.13147.73608.327.1619.3679.710.9426.93(28.06)1.4918.23(4.61)20.76Total Revenue 763.56 100.00 763.21 100.00 0.35 0.05 Expenses Cost of Services Hospital Operating Costs Distribution Costs Administrative Expenses Other Loss (Gain)96.92556.3415.20133.2588.0012.6972.861.9917.4511.53106.89511.2415.11137.4137.6614.0166.991.9818.004.93(9.97)45.100.08(4.16)50.34(9.33)8.820.54(3.03)133.66Total Expenses 889.71 116.52 808.32 105.91 81.39 10.07 Profit (Loss) from OperationsFinance Costs(126.15)56.78(16.52)7.44(45.11)66.58-5.918.72(81.04)(9.79)179.65(14.71)Profit (Loss) Before Income TaxIncome Tax Expense (Income)(182.94)11.62(23.96)1.52(111.69)(5.15)-14.63-0.67(71.25)16.7763.79(325.64)Profit (Loss) for the Year (194.55) (25.48) (106.54) -13.96 (88.02) 82.61For the year2025 2024 (Revised) ChangeAmount Percentage Amount Percentage Amount PercentageConsolidatedFinancial Statements77Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
RevenueCost of ServicesSelling and Administrative ExpensesOther (Loss) IncomeService RevenueMedical Service RevenueRevenue from Hospital OperationsIn 2025, total service revenue amounted to THB 754.91 million (net of intercompany eliminations), comprising THB174.66 million from medical services and THB 580.25 million from hospital operations.In 2025, total revenue amounted to THB 174.66 million, representing an increase of THB 26.93 million, or 18.23%,from THB 147.73 million in 2024. This growth was primarily driven by revenue from health screening services formigrant workers for registration with the Department of Employment, which amounted to THB 38.12 million,compared to only THB 0.48 million in 2024.In 2025, total revenue amounted to THB 580.25 million, representing a decrease of THB 28.06 million, or 4.61%, fromTHB 608.32 million. This decline was primarily attributable to the NHSO’s reimbursement policy for primary careunits and contracted service units, which provides a capitation rate of THB 90–100 (depending on age group) perperson per month. As a result, the average revenue per bill for outpatientOther income Other income for the third quarter of 2025 amounted to THB 8.64 million, representing an increase ofTHB 1.49 million, or 20.76%, from THB 7.16 million. This consisted of interest income, gains on disposal of assets, andrevenue from sales of food and beverages, among others.In 2025, the Company reported cost of sales and services totaling THB 163.35 million and THB 653.26 million,respectively (net of intercompany eliminations), comprising:Cost of medical servicesIn 2025, total revenue amounted to THB 556.34 million, representing an increase of THB 45.10 million, or 8.82%, fromTHB 511.24 million in the previous year. This increase was primarily attributable to changes in government policy,which required the subsidiary to adjust its strategy in serving patients under the Universal Coverage Scheme. Duringthe transition period, medical treatment costs remained elevated, as cost reduction measures require time to beeffectively implemented.In 2025, the Company’s distribution costs amounted to THB 15.20 million, representing an increase of 0.54% fromTHB 15.11 million. Administrative expenses totaled THB 133.25 million, reflecting a decrease of 3.03% from THB 137.41million.In 2025, the Company reported other losses of THB 88 million, representing an increase of THB 50.34 million, or133.66%, compared to the previous year, primarily due to the recognition of an allowance for doubtful accountsarising from the collection of medical service fees from the National Health Security Office (NHSO) in prior periods.In 2025, total revenue amounted to THB 96.92 million, representing a decrease of THB 9.97 million, or 9.33%, fromTHB 106.89 million in the previous year. This was primarily attributable to the increase in revenue from migrant workerhealth check-up services, which carry lower service costs compared to other revenue streams:Hospital Operating Costs78Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Finance CostsIn 2025, the Company’s finance costs amounted to THB 56.78 million, representing a decrease of THB 9.79 million,or 14.71%, from THB 66.58 million in the previous year, primarily due to reductions in interest rates announced by theMonetary Policy Committee (MPC) during the year.As at 31 December 2025, the Company’s consolidated financial statements reported total assets of THB 2,100.94million, representing a decrease of THB 187.96 million from the previous year, and total liabilities of THB 1,486.27million, a decrease of THB 41.77 million year-on-year, primarily due to the following significant changes in assetsand liabilities:2. STATEMENT OF FINANCIAL POSITIONAssetsTotal Current AssetsTotal Non-Current Assets220,319,460.671,880,617,073.01376,442,547.061,912,451,590.35(156,123,086.39)(31,834,517.34)(41.47)(1.66)103,494,668.681,201,494,589.36125,845,769.971,214,212,392.68(22,351,101.29)(12,717,803.32)(17.76)(1.05) Total Assets 2,100,936,533.68 2,288,894,137.41 (187,957,603.73) (8.21) 1,304,989,258.04 1,340,058,162.65 (35,068,904.61) (2.62) LiabilitiesTotal Current LiabilitiesTotal Non-CurrentLiabilities552,334,867.05933,934,875.50442,535,900.121,085,501,059.53109,798,966.93(151,566,184.03)24.81(13.96)402,564,130.55434,235,780.49886,604,636.338,321,075.34(484,040,505.78)425,914,705.15(54.59)5,118.51 Total Liabilities 1,486,269,742.55 1,528,036,959.65 (41,767,217.10) (2.73) 836,799,911.04 894,925,711.67 (58,125,800.63) (6.50)Consolidated Financial Statements Separate Financial Statements31 December202531 December202531 December2024 (Restated)31 December2024 (Restated)Change Amount Percentage Change Amount PercentageStatement ofFinancial Position1.Trade and other current receivables amounted to THB 45.63 million, representing a decrease of THB 22.65million from the previous year. The decrease was primarily attributable to revenue growth in the separatefinancial statements, mainly from health check-up services for migrant workers, with customers primarilycomprising corporate and private sector clients with timely payments. In addition, the Company has implementeda policy to monitor and report receivables aging on a weekly basis.2.Contract assets – current amounted to THB 119.21 million, decreasing by THB 145.66 million from the previousyear, due to the recognition of an allowance for doubtful accounts from past transactions related to the NationalHealth Security Office in the amount of THB 88 million, and a decrease in revenue from hospital operationsunder the outpatient fund of the Universal Coverage Scheme as a result of changes in government policy, aswell as no additional outstanding expenses in subsidiaries related to the Social Security Office.3.Right-of-use assets amounted to THB 383.40 million, decreasing by THB 13.02 million from the previous year,primarily due to depreciation of right-of-use assets, particularly land lease expenses related to IMH Bearing.4.Other non-current assets amounted to THB 32.81 million, representing a decrease of THB 10.12 million from theprevious year, primarily due to the return of performance guarantees for medical service contracts during 2025.5.Trade and Other Current Payables amounted to THB 283.11 million, representing an increase of THB 88.68 millionfrom the previous year. The increase was primarily due to the Company’s extension of credit terms with suppliersto align with the timing of collections from government agencies.6.Lease liabilities due within one year amounted to THB 110.89 million, representing an increase of THB 55.45million from the previous year. Lease liabilities not due within one year are classified as non-current liabilities,amounting to THB 332.36 million, a decrease of THB 38.43 million, primarily due to the right-of-use asset leaseagreement for the Bearing land.79Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
7.Short-term borrowings from financial institutions due within one year amounted to THB 100.17 million, decreasingby THB 504.55 million from the previous year. Borrowings not due within one year were classified as non-currentliabilities, totaling THB 482.28 million, an increase of THB 409.92 million from the previous year. This wasprimarily due to the Company’s inability in 2024 to maintain the debt service coverage ratio and the debt-toequity ratio in accordance with the loan agreement. However, on 17 December 2025, the Company obtained awaiver of such financial covenants from the lending bank, resulting in the reclassification of borrowings fromfinancial institutions. In 2025, the Company repaid borrowings amounting to THB 94.63 million.8.In 2025, there were no other non-current liabilities, as the subsidiary, Mahesak Hospital Co., Ltd., offsetoutstanding medical service receivables due from the Social Security Office against medical service paymentsthat had been withheld by the Social Security Office.As the majority of the Company’s revenue is derived from reimbursements from government agencies, there havebeen delays in the verification and claims submission process in accordance with the applicable rules andreimbursement policies. Currently, most outstanding balances have been formally submitted and appealed throughthe system, while a portion remains pending further clarification, revision, and resubmission as requested by therelevant government authorities. The Company has consistently followed up on these matters in writing.The Company and its subsidiaries manage liquidity risk by maintaining adequate levels of cash and cash equivalentsto support their operations, as well as securing short-term credit facilities from various financial institutions as acontingency for unforeseen circumstances and to mitigate the impact of cash flow volatility. In addition, provisionsrecognized in 2025 did not have any impact on the Company’s liquidity.Risks Related to Hospital OperationsLiquidity RiskThe impact of the retrospective restatementof the financial statements arises from twocauses. 2. The right-of-use asset for the lease of land for the construction of IMH Bearing Hospital has not beenrecognized, as the Company has not yet commenced utilization of the land. A memorandum of understandingregarding the right to use the land has been executed with the landowner as an appendix to the mainagreement. Currently, the Company is in the process of preparing and submitting the environmental impactassessment (EIA) in order to obtain the required permit. The impact resulted in additional net losses of THB 25,067,773.13 in 2023 and additional net losses ofTHB 12,013,735.75 in 2024. The impact resulted in an increase in net loss of THB 21,325,433.54 in 2023 and an additional net loss ofTHB 16,640,768.55 in 2024.. 1. During the year 2025, both subsidiaries were called for a reimbursement recovery by the NationalHealth Security Office for fingertip oxygen saturation measurement and blood pressure measurement, withretrospective services provided during 2023–2024. In the past, these services were billed according to serviceitems and the fee schedule under the National Health Security System, at a rate of THB 100 per service forfingertip oxygen saturation measurement and THB 100 per service for blood pressure measurement, and thesubsidiaries had already received payment for such services. Subsequently, the NHSO held an online meetingto review and clarify with all hospitals participating in the Universal Coverage Scheme that fingertip oxygensaturation measurement and blood pressure measurement cannot be reimbursed, as they are already includedin the nursing service fee. Therefore, starting from 2025 onwards, both subsidiaries no longer claimreimbursement for these services.80Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
C2024 1Recovery from(NHSO)2Right-of-useassetsRevenue Revenue from services Revenue from hospital operations Dividend income Other income147,732,548.04623,333,032.92-7,158,804.72(15,017,169.69) Total Revenue 778,224,385.68 (15,017,169.69) -Expenses Cost of services Cost of hospital operations Selling expenses Administrative expenses Expected credit loss106,888,956.12511,239,049.2415,114,263.10128,504,224.9137,663,524.898,908,679.27Total Expenses 799,410,018.26 - 8,908,679.27Operating profit (loss)Finance costs(21,185,632,58)54,684,185.21(15,017,169.69) (8,908,679.2711,892,281.42Profit (Loss) Before Income Tax ExpenseIncome Tax Expense (Benefit)(75,869,817.79)2,014,133.97(15,017,169.69)(3,003,433.94)(20,800,960.69(4,160,192.14Profit (Loss) for the Year (77,883,951.76) (12,013,735.75) (16,640,768.55Summary of the Impact for the Years 2023–202481Intermedical Care and Lab Hospital Public Company Limited
Consolidated Financial Statements 2024(Revised)2023 1Recovery from(NHSO)2Right-of-useassets2023(Revised)147,732,548.04608,315,863.23-7,158,804.72183,595,139.85486,016,740.77-7,040,228.07(31,334,716.42) 183,595,139.85454,682,024.35-7,040,228.07- 763,207,215.99 676,652,108.69 (31,334,716.42) - 645,317,392.27 7 106,888,956.12511,239,049.2415,114,263.10137,412,904.1837,663,524.89114,596,220.69316,080,994.8817,102,552.75126,623,428.1735,023,534.468,166,289.33 114,596,220.69316,080,994.8817,102,552.75134,789,717.5035,023,534.467 808,318,697.53 609,426,730.95 - 8,166,289.33 617,593,020.28 7)2(45,111,481.54)66,576,466.6367,225,377.7436,486,936.24(31,334,716.42) (8,166,289.33)10,990,502.5927,724,371.9947,477,438.83i9)4)(111,687,948.17)(5,149,492.11)30,738,441.5011,977,958.14(31,334,716.42)(6,266,943.29)(19,156,791.92)2,168,641.62(19,753,066.84)7,879,656.475) (106,538,456.06) 18,760,483.36 (25,067,773.13) (21,325,433.54) (27,632,723.31)BahtAnnual Report 2025
Company Name Intermedical Care & Lab Public Company LimitedType of Business Engaged in private hospital operations, providing health check-upservices both on-site and off-site.Head Office Address 442 Bang Waek Road, Bang Waek Subdistrict, Phasi CharoenDistrict, Bangkok 10160, ThailandCompany RegistrationNumber 0107561000269Type of Shares Common SharesRegistered Capital 172,001,350.00 THBPar Value 0.50 THBPaid-up Capital 118,500,900.00 THBWebsite www.imhhospital.comHead OfficeTelephone : 02-865-0044Fax : 02-410-4756Corporate SecretaryDepartment InvestorRelations DepartmentTelephone : 02-865-0044 ext. 4000Fax : 02-410-4756Mail : [email protected]. General Information and Other Significant Information5.1 General Information of the Company82Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Other Reference ContactsAuditorMs. Soraya Tintasuwan, Certified Public Accountant, License No. 8658Thammaniti Audit Company Limited178 Thammaniti Building, 6th–7th Floor, Soi Permsub (Pracha Chuen20), Pracha Chuen Road, Bang Sue Subdistrict, Bang Sue District,Bangkok 10800, ThailandTelephone : 02-596-0500 Fax : 02-596-0560Internal AuditorMr. Kamnoeng SarisaraKundit Advisory Services Co., Ltd.637/1 Promphan 1 Building, 4th Floor, Rooms 404–405,Lat Phrao Road, Chom Phon Subdistrict, Chatuchak District, Bangkok10900, ThailandTelephone: 081-171-3546Registrarบริษัท ศูนย์รับฝากหลักทรัพย์ (ประเทศไทย) จำกัด93 ถนนรัชดาภิเษก แขวงดินแดง เขตดินแดง กรุงเทพฯ 10400โทรศัพท์ : 02-009-9000โทรสาร : 02-009-99915.2 Legal DisputesAs of December 31, 2025, the Company is not involved in any arbitration proceedings, claims, legal processes, orlitigation (1) that may have a negative impact on the Company’s assets exceeding 5% of the Company’sshareholders’ equity, (2) that significantly affects the Company’s business operations but cannot be quantified, or(3) that does not arise from the Company’s normal business operations.83Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
PART 2CORPORATE GOVERNANCE
6. Corporate Governance Policy6.1 Overview of Corporate Governance Policies and PracticesThe Company has established clear policies and practices for the Board of Directors, covering structure, roles andresponsibilities, governance, and transparency. This enables the Board to perform its duties effectively and transparentlyin accordance with good corporate governance principles, thereby creating added value and supporting sustainablegrowth for the IMH Hospital Group.6.1.1 Policies and Practices Relating to the Board of DirectorsInterMedical Care and Lab Public Company Limited (the“Company”) was registered as a public limited company on21 June 2018 and listed its ordinary shares on the Marketfor Alternative Investment (mai) on 26 December 2019under the ticker symbol “IMH”.The Board of Directors recognizes the importance ofconducting business under the principles of Good CorporateGovernance. Accordingly, the Company has establishedpolicies and guidelines to continuously promote anddevelop its corporate governance system within theorganization. The Company believes that adherence to goodgovernance is a key factor in enhancing operationalefficiency, ensuring transparency in management, andbuilding confidence among shareholders, investors, and allstakeholders. This will ultimately lead to the Company’ssustainable and stable long-term growth.The Company has established a Corporate GovernancePolicy and Business Code of Conduct, which includes aclearly defined Anti-Corruption Policy in written form. Thesepolicies are disclosed on the Company’s website atwww.imhhospital.com. The Company emphasizes that alldirectors, executives, and employees at every level strictlyadhere to and comply with these policies, while alsopromoting an organizational culture grounded in integrity,transparency, and social responsibility.In addition, the Company has implemented operationalguidelines, internal control mechanisms, and a systematicmonitoring and audit process to prevent and mitigate therisk of corruption in all forms. The Company also providesa secure and confidential whistleblowing channel to ensurethat its business operations are conducted in accordancewith good corporate governance principles, therebyfostering sustainable trust among all stakeholders.The Company places great importance on protecting therights of shareholders and ensuring fair, transparent, andequitable treatment of all stakeholder groups. The Companyis committed to providing shareholders with accurate,complete, and timely information, as well as enabling themto fully exercise their fundamental rights, includingparticipation in meetings, voting, and involvement in theCompany’s corporate governance.At the same time, the Company recognizes the roles andsignificance of all stakeholders, including patients,customers, employees, business partners, governmentagencies, and the community. The Company is committed toconducting its business responsibly, with due regard to thequality and safety of its services, while fostering strongrelationships, listening to feedback, and appropriatelyresponding to stakeholder expectations.In addition, the Company has established comprehensiveoperational guidelines and multiple channels for stakeholderengagement to promote effective communication and tocontinuously incorporate feedback for organizationalimprovement. These efforts contribute to strengtheningstakeholder confidence and supporting the Company’sstable and sustainable long-term growth.6.1.2 Policies and Practices Relatedto Shareholders and StakeholdersShareholders’ Rights1. Facilitation of Shareholders’ Participation in the GeneralMeetingThe Company places great importance on facilitatingshareholders’ equal participation in the shareholders’meeting. The date, time, and venue are appropriatelydetermined, with meetings scheduled during normal businesshours (08:30 – 16:00) and avoiding public holidays orconsecutive holidays of three days or more.For the meeting venue, the Company designates a locationwithin Bangkok, where the head office is situated, taking intoaccount shareholders’ convenience in terms of accessibilityto public transportation, such as buses and the BTS Skytrain,in order to ensure broad and convenient participation.In addition, the Company discloses and distributes meetingmaterials in advance to provide shareholders with sufficienttime to review and consider all agenda items. The Companyalso supports shareholders in exercising their voting rightsconveniently, transparently, and fairly, including providing aproxy voting option to independent directors, and offeringopportunities for shareholders to ask questions, expressopinions, and participate freely and equally in the meeting.85Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
In 2025, the Board of Directors determined that the AnnualGeneral Meeting of Shareholders would be conducted solelyas a physical meeting at the designated venue. TheCompany has operated under the principles of GoodCorporate Governance, with due regard for the equitable,transparent, and fair treatment of all shareholders’ rights.The Company facilitated all shareholders by providing theinvitation to the meeting, together with relevant supportingdocuments, detailed registration procedures, and proxyappointment guidelines in advance. This was to ensure thatshareholders had sufficient time to review the informationcomprehensively and to exercise their rights to attend themeeting effectively.Furthermore, the Company strives to promote the fullexercise of shareholders’ fundamental rights by providingopportunities to attend meetings, raise questions, expressopinions, and vote freely under a transparent, auditableprocess in accordance with good corporate governanceprinciples. This approach helps strengthen confidenceamong shareholders and all stakeholders.5. Right to Propose Agenda Items and Nominate Directorsin Advance The Company provides shareholders with theright to propose agenda items and nominate qualifiedcandidates for election as directors in advance of theshareholders’ meeting. The criteria, procedures, andsubmission period, from 11 November 2025 to 13 February2026, are clearly defined and disclosed through theCompany’s communication channels.2. Stamp Duty Payment Service for Proxy Forms ในTheCompany provides a stamp duty payment service for proxyforms at the registration point, free of charge, to facilitateshareholders who are unable to attend the meeting in personand to reduce the burden of preparing stamp duty on theirown. The Company aims to support shareholders in exercisingtheir proxy rights conveniently, transparently, and fairly,thereby promoting shareholder participation in accordancewith good corporate governance principles.3. Guidelines on Documentation and Proxy AppointmentThe Company has established clear guidelines regardingidentification documents for shareholders who are unable toattend the meeting in person and wish to appoint a proxy toattend on their behalf. The Company provides three types ofproxy forms—Form A, Form B, and Form C—together withdetailed instructions and guidance on document preparation,which are delivered along with the meeting invitation.This is intended to facilitate shareholders in completing theproxy process accurately, promptly, and in compliance withapplicable regulations, while also ensuring that shareholderscan fully exercise their rights under a transparent, fair, andverifiable process.4. Guidelines on Documentation and Proxy AppointmentThe Company has established clear guidelines regardingidentification documents for shareholders who are unable toattend the meeting in person and wish to appoint a proxy toattend on their behalf. The Company provides three types ofproxy forms—Form A, Form B, and Form C—together withdetailed instructions and guidance on document preparation,which are delivered along with the meeting invitation.This is intended to facilitate shareholders in completing theproxy process accurately, promptly, and in compliance withapplicable regulations, while also ensuring that shareholderscan fully exercise their rights under a transparent, fair, andverifiable process.6. Equal Access to Information The Company placesimportance on the disclosure of material information in anaccurate, complete, and timely manner through appropriatechannels, such as the Company’s website(www.imhhospital.com) and the Stock Exchange system, toenable shareholders to make informed and equitabledecisions.7. Right to Inquire and Express Opinions The Companyprovides shareholders with the opportunity to ask questions,express opinions, and provide recommendations during theshareholders’ meeting freely. Adequate time is allocated,and all inquiries are addressed thoroughly to promotetransparency and shareholder participation.8. Facilitation of Voting RightsThe Company establishes clear, transparent, and verifiablevoting procedures, including vote counting and fulldisclosure of resolutions for each agenda item, to ensurethat shareholders’ voting rights are exercised accuratelyand fairly.Disclosure of Interests by Directors andExecutivesThe Company requires its directors and senior executives(the top four levels) to fully, accurately, and timely disclosetheir own interests as well as those of their related personsto the Company.This disclosure is intended to ensure that the Company canoversee related party transactions in a transparent and fairmanner. Such practices are conducted in accordance withthe regulations of the Securities and Exchange Commission(SEC) and the requirements of the Stock Exchange ofThailand (SET), with the objective of preventing conflicts ofinterest and strengthening confidence in the Company’sgood corporate governance.The Company requires its directors and seniorexecutives to report any securities trading inaccordance with Form 59-2 within 3 business days,and Form 246-2 in the case where they qualify asmajor shareholders. The Company also establishes ablackout period and implements measures to preventthe use of inside information, in compliance with theregulations of the Securities and ExchangeCommission (SEC) and the Stock Exchange ofThailand (SET).Policy on Notification of Securities Tradingby Directors and Senior Executives86Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
The Company conducts its business with a strongcommitment to fair, transparent, and ethical competition, instrict compliance with the Trade Competition Act B.E. 2560and all related laws and regulations. The Company requires itsdirectors, executives, and employees at all levels to treatbusiness competitors with integrity, refraining from seekingcompetitors’ information through inappropriate means,distorting information, or engaging in any actions that maydamage competitors’ reputations. The Company also strictlyprohibits any conduct that constitutes monopolistic practices,unfair restriction of competition, or unfair trade practices.In addition, the Company emphasizes competition based onthe quality of services, medical standards, and innovation askey factors in building trust among patients and stakeholders.The Company is committed to fostering a fair competitiveenvironment, which contributes to the sustainabledevelopment and growth of the industry.Policy and Practices Toward BusinessCompetitorsThe Company places great importance on treating itscreditors fairly, transparently, and with accountability. It iscommitted to conducting its business in accordance with theterms, conditions, and agreements entered into withcreditors, as well as strictly complying with applicable lawsand regulations. The Company has established guidelinesrequiring all directors, executives, and employees at everylevel to maintain financial discipline, manage liquidityappropriately, and settle obligations on time in order to buildconfidence and maintain strong relationships with creditors.In addition, the Company shall not engage in any actionsthat conceal or distort information that may cause damageto creditors. The Company ensures that material financialinformation is disclosed accurately, completely, and in atimely manner in accordance with the Securities andExchange Act and the relevant regulatory requirements. TheCompany is committed to managing relationships withcreditors in a sustainable manner, taking into account thebalance of interests among the Company and allstakeholders, to support financial stability and long-termgrowth of the organization.Policy and Practices toward Creditors Policy and Practices on Corporate SocialResponsibility (CSR)1.Fair Business Practices2.Anti-Corruption and Anti-Bribery3.Fair Labor Practices4.Consumer Responsibility5.Community, Social, and Environmental ResponsibilityThe Company is committed to achieving sustainablebusiness growth in parallel with its responsibility to society.In order to ensure sustainable development, the Board ofDirectors has established a Corporate Social Responsibility(CSR) policy, which serves as a framework for theCompany’s operations as follows:Framework for CSR ImplementationThe Company conducts its business under good corporategovernance and adheres to ethical principles, whilemaintaining strong commitment to environmental and socialresponsibility. The Company recognizes its accountability toall stakeholders, both internal and external, includingshareholders, employees, customers, communities, and thebroader society.This approach is intended to support the Company’s longterm sustainable business development. Currently, theCompany has defined its CSR guidelines to encompass thefollowing key areas:The Company conducts its business based on the principlesof fair, transparent, and ethical competition, in strictcompliance with the Trade Competition Act B.E. 2560 (2017)and other relevant laws. The Company requires its directors,executives, and employees at all levels to treat competitorswith integrity, refrain from obtaining competitors’ informationthrough inappropriate means, avoid misrepresentation ofinformation, and not engage in any actions that woulddamage competitors’ reputations. The Company alsoprohibits any conduct that may constitute monopolisticpractices, restriction of competition, or unfair tradeadvantage.The Company focuses on competing through service quality,medical standards, and innovation as key factors in buildingconfidence among patients and stakeholders, whilepromoting a fair competitive environment. This approachsupports sustainable industry development and long-termgrowth.The Company conducts its operations with a strongcommitment to social responsibility. It promotes communityengagement by listening to feedback and suggestions fromlocal stakeholders and incorporating them into its operationsto better align with community needs. The Company alsosupports activities and projects that enhance the quality oflife of the public, including healthcare services, healtheducation, and various social initiatives on appropriateoccasions.In addition, the Company places great importance onenvironmental stewardship, proper waste management, andstrict compliance with applicable laws and regulations, inorder to minimize the impact of its operations onsurrounding communities. The Company is committed tocreating shared value between the organization and thecommunity, emphasizing balanced and sustainable longterm growth.Community Policy and Practices The Company recognizes and emphasizes conducting itsbusiness on the basis of environmental responsibility and thereduction of environmental impacts arising from humanactivities, both directly and indirectly. This approach aims tocreate shared value among employees at all levels withinthe organization, while demonstrating responsibility towardsociety, communities, and stakeholders. The Company hasestablished the following practices:1. Foster and continuously promote environmentalresponsibility awareness among employees at all levels.2. Conduct business operations in a manner that minimizesadverse impacts on society, the environment, and the qualityof life of the public.Environmental Policy and Practices87Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
3. Conduct business responsibly with respect to theenvironment and society, with a focus on selecting anddeveloping products, services, processes, andoperational approaches that promote the efficient useof natural resources, minimize environmental impact,conserve energy, and reduce waste, in line with the3Rs principle: Reduce, Reuse, and Recycle, in order tomitigate the impact of the Group’s business operationson stakeholders and society.4. Communicate, provide training, and raise awarenessamong employees regarding their roles andresponsibilities in environmental management toachieve the organization’s environmental objectives.5. Communicate policies and practices to relevantstakeholders involved in the Group’s businessoperations to ensure awareness and compliance withapplicable laws, standards, and the Company’senvironmental guidelines.Tax Code of Conduct1. Corporate Ethics : The Company’s tax code ofconduct is based on best corporate governancepractices. The Company is committed to promoting anefficient organization with good governance, operatingits business responsibly with ethics, fairness,transparency, and accountability.2. Transfer Pricing for Related-Party Transactions : TheCompany complies with tax laws by determiningtransfer prices for related-party transactions at arm’slength, reflecting commercial substance and marketconditions. The pricing of goods and services isprimarily based on market prices.3. Tax Structure : The Company avoids engaging inaggressive tax structures, tax evasion, orarrangements that are overly complex or inappropriatefor the purpose of obtaining tax benefits.4. Sustainable Tax System : The Company iscommitted to its shareholders by maintaining strongfinancial stability and implementing appropriate taxmanagement and governance systems, therebycreating sustainable value for shareholders.5. Tax Incentives : The Company seeks to utilize taxincentives in a lawful and efficient manner, alignedwith sustainable business decisions and in accordancewith the intended objectives of tax systems. Such taxincentives may include benefits provided undernational or local policies and are applicable tobusinesses that meet the relevant eligibility criteria.Tax Policy6. Relationships with Government Tax Authorities : TheCompany respects the Government’s authority indetermining tax structures, tax rates, and taxcollection mechanisms. The Company maintains openand constructive communication with tax regulatoryauthorities to enhance professional and efficientcollaboration.Tax Risk Management1. Tax Compliance Process : The Company iscommitted to responsible tax management byadhering to and complying with all applicable tax lawsand regulations of the country. In addition, theCompany exercises prudence and transparency asguiding principles in its tax operations, particularly incases where tax laws and regulations do not provideclear guidance. The Company also maintainsprocedures to ensure that tax filings are submittedaccurately, completely, and within the prescribeddeadlines, in accordance with relevant standards.Furthermore, the Company implements controls tominimize the risk of adjustments, penalties, andsurcharges. Contributing to the country’s economicdevelopment, including through tax responsibility, isone of the Company’s key commitments. The Companyensures that the amount of tax paid is accurate andappropriate in accordance with the jurisdictions inwhich it operates.The Company has implemented operational controlsystems across all processes related to debtmanagement, which include detailed tax-relatedconsiderations.2. Monitoring and Reporting : The Companyappropriately, transparently, and effectively monitorsand reviews corporate income tax reporting. Thesereports are subject to independent audits as well asreview by the Revenue Department in accordance withapplicable regulations. In addition, the Companyensures the accurate presentation of current incometax expense and deferred tax.3. Reputational Risk : The Company effectivelymonitors and manages compliance with taxregulations and reputational risks related to taxation. Itcontinuously assesses the quality and consistency oftax management, as well as the accuracy andcompleteness of tax data, tax filings, and relatedreports. The Company also regularly reviews taxestimates, tax risks, and deferred income tax to ensuretransparency and compliance.88Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
The Board of Directors is responsible for overseeing, settingthe strategic direction, and monitoring the Company’soperations to ensure efficiency, transparency, andcompliance with good corporate governance principles, inorder to build stakeholder confidence and achievesustainable growth, as follows:Responsibilities of the Board of Directors Roles, Duties, and Responsibilities of theBoard of DirectorsThe Board of Directors is responsible for determining theCompany’s vision, mission, strategies, and key policies, aswell as reviewing and approving business plans, budgets,and significant investments. The Board also oversees andmonitors the performance of management to ensure thatoperations are conducted efficiently and in line with theestablished objectives.In addition, the Board is responsible for ensuring that theCompany has an appropriate and effective risk managementsystem and internal control framework. It also oversees theaccuracy, completeness, and reliability of financial reporting,as well as the timely and transparent disclosure ofinformation. The Board ensures compliance with applicablelaws, regulations, and requirements of relevant regulatoryauthorities.Furthermore, the Board emphasizes conducting businesswith integrity, preventing conflicts of interest, and combatingfraud and corruption. The Board also promotesEnvironmental, Social, and Governance (ESG) practices toenhance stakeholder confidence and create long-term valuefor the organization.The Board of Directors appointed Miss Sirilux Rachong asthe Company Secretary on 15 November 2016 (BoardMeeting No. 3/2016). She possesses the appropriatequalifications and experience necessary to perform herduties. The Company Secretary provides advice on legal andregulatory matters as required by the Board of Directors,thereby supporting the Board’s operations. The qualificationsand experience of the Company Secretary are disclosed inthe Company’s Annual Report. The Company Secretary isencouraged to continuously and consistently develop herknowledge and skills to enhance the effectiveness of herduties.Appointment of the Company Secretary Participate in setting the agenda for Board meetings incollaboration with the Chairman of the ExecutiveCommittee.Encourage all Board members to attend Board andshareholders’ meetings, and preside over and facilitatemeetings to ensure their effectiveness and efficiency.Promote active participation among Board members byallocating sufficient time for management and relevantparties to present information, as well as encouragingdirectors to freely ask questions and express opinions.Oversee discussions, maintain focus on key issues, andensure proper summarization of resolutions.Scope of Authority, Duties, andResponsibilities of the Chairman of the BoardProvide advice, guidance, and constructiverecommendations to support the Company’s businessoperations.Review matters that may give rise to conflicts of interestto ensure accuracy, transparency, and accountability.Support and promote the Board of Directors inperforming their duties within the scope of their authorityand responsibilities, in accordance with applicable laws,the Company’s charter, and good corporate governanceprinciples, to achieve the Company’s objectives.Foster strong relationships among members of the Boardof Directors, including independent directors, nonexecutive directors, and executive directors, as well asbetween the Board and the management team.ยResponsible for managing and overseeing the Company’soperations related to general corporate management.To carry out assignments as delegated by the Board ofDirectors or the Executive CommitteeHas the authority to hire, appoint, transfer, dismiss, andterminate employees, as well as to determine salarystructures, bonuses, and other compensation, includingsalary adjustments and rewards for all employees of theCompany from the level of Vice President and below.To consider and approve the payment of ordinaryoperating expenses within the authorized limit asdelegated by the Board of Directors.Approve investments in securities and financialinstruments on behalf of the Company within the limitsdelegated by the Board of Directors.Promote the development of knowledge, skills, andcapabilities of directors, executives, and employees toenhance the organization’s overall potential.Authorized to conduct any actions in the ordinary courseof business, as well as all actions necessary for thegeneral management and operation of the Company, inaccordance with the following details: 1) To issue orders, regulations, announcements, and internal memoranda to ensure that operations are conducted in accordance with the Company’s policies and interests, and to maintain discipline within the organization. 2) To act and represent the Company in dealings with external parties in matters related to and beneficial to the Company. 3) To approve the appointment of consultants in various fields as necessary for the Company’s operations. 4) To perform other duties as assigned by the Board of Directors or the Executive Committee on a case-by-case basis. 5) Any other approval authority shall be in accordance with the levels of authorization and delegation of authority (Level of Authorization) approved at the Board of Directors’ Meeting No. 5/2022, as amended.Scope of Authority, Duties and Responsibilitiesof the Chief Executive Officer (CEO)89Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
The Company has established criteria for its Board ofDirectors, permitting directors to hold positions as directorsin other companies. Such external directorships must notinterfere with the performance of their duties as directors ofthe Company and must comply with the rules andregulations of the Securities and Exchange Commission(SEC) and the requirements of the Stock Exchange ofThailand (SET).In support of good corporate governance and to enhance theeffectiveness of directors in performing their duties, theCompany has established a policy that directors and theChief Executive Officer (CEO) may collectively holddirectorships in listed companies not exceeding five (5)companies, without exception. Any intention to assume suchpositions in other entities must be disclosed to the Board ofDirectors for acknowledgement on a case-by-case basis.At present, none of the Company’s directors or the ChiefExecutive Officer holds directorships in listed companiesexceeding the prescribed limit.Limits on the Number of Listed Companiesin Which Directors and the Chief ExecutiveOfficer (CEO) May Hold PositionsThe Company has established the qualifications for its Boardof Directors, allowing directors to hold positions as directorsin other companies. However, such directorships must nothinder the performance of their duties as directors of theCompany and must comply with the rules and regulations ofthe Office of the Securities and Exchange Commission (SEC)and the requirements of the Stock Exchange of Thailand(SET).In addition, to support good corporate governance andenhance the efficiency of directors’ performance, theCompany has established a policy that the total number ofdirectorships held by directors and the Chief ExecutiveOfficer (CEO) in listed companies shall not exceed five (5)positions in aggregate, without exception. Any intention toassume additional directorships in other entities must bereported to the Board of Directors for acknowledgement.At present, none of the Company’s directors or the ChiefExecutive Officer holds directorships in other listedcompanies exceeding the specified limit.The Company stipulates that directors shall serve a term ofthree (3) years per appointment. At each Annual GeneralMeeting of Shareholders, at least one-third of the totalnumber of directors shall retire by rotation and may be reelected to serve another term, in accordance with theCompany’s Articles of Association and applicable laws andregulations.For independent directors, the Company sets a cumulativetenure limit of no more than nine (9) years to promoteindependence in the performance of duties. However, incases where it is deemed necessary and beneficial to theCompany, the Board of Directors may consider proposing thereappointment of such independent directors, withappropriate disclosure of the rationale to shareholders.This policy on directors’ tenure is intended to ensurecontinuity in management, while also promoting rotation ofqualified individuals with appropriate knowledge,competence, and experience. This approach supportseffective corporate governance and contributes to thesustainable growth of the organization.Board Tenure PolicyThe Company conducts annual performance evaluations,covering the collective performance of the Board ofDirectors (Board Evaluation), individual director performance(Individual Evaluation), and the performance of each Boardcommittee. These evaluations reflect the effectiveness ofgovernance, the appropriateness of the Board structure, andthe level of participation in meetings and decision-making.The evaluation of the Chief Executive Officer is based on theCompany’s operational performance against its definedgoals and strategies, as well as managerial capability, valuecreation for the Company, and adherence to good corporategovernance and sustainability principles.The Company utilizes the results of these evaluations asinput for performance improvement, policy formulation, andcompensation determination, ensuring alignment with theCompany’s performance and strategic objectives. Thisprocess enhances corporate governance effectiveness andsupports sustainable long-term growth.Performance Evaluation Policy for theBoard of Directors, Board Committees,and Chief Executive Officer90Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
The Company determines its Board structure to include atleast one-third of independent directors and no fewer thanthree independent directors in total. All independentdirectors must possess qualifications in accordance with thecriteria set by the Securities and Exchange Commission(SEC), Thailand, and the Stock Exchange of Thailand (SET),and must be able to perform their duties with impartiality,free from any influence or conflict of interest that may affecttheir decision-making.In addition, the Company clearly separates the roles of theChairman of the Board and the Chief Executive Officer toprevent concentration of authority and to promote checksand balances in corporate governance. Directors who are notinvolved in management are encouraged to freely expresstheir opinions and provide recommendations.Furthermore, the Company ensures that the Board hassufficient access to necessary information and is able toseek advice from external advisors independently, therebysupporting prudent and transparent decision-making in thebest interests of the Company and its stakeholders.Independence Policy of the Board ofDirectors from ManagementThe Company places strong emphasis on conducting Boardof Directors’ meetings efficiently, transparently, and inaccordance with good corporate governance principles. TheBoard is required to meet regularly at least four times a year(once per quarter), with additional meetings convened asnecessary to consider significant matters relating to theCompany’s operations.The Company distributes meeting invitations, agendas, andsupporting documents to the Directors in advance, allowingsufficient time for review and preparation prior to eachmeeting. All Directors are encouraged to freely express theiropinions and provide constructive recommendations.ในDuring meetings, the Board ensures that a quorum ispresent in accordance with legal requirements, andresolutions are passed by a majority vote. Directors whohave a conflict of interest in any agenda item are notpermitted to vote on such matters, ensuring transparency,fairness, and the absence of conflicts of interest in thedecision-making process.In addition, the Company ensures that minutes of meetingsare accurately and completely recorded and are subject toverification. The Company also continuously monitors theimplementation of the Board’s resolutions to ensure thatdecisions are effectively translated into practice.Board Meeting PolicyThe Company has established a Board structure withindependent directors comprising not less than one-third ofthe total number of directors and no fewer than threemembers. The independent directors must possessqualifications in accordance with the criteria prescribed bythe Securities and Exchange Commission (SEC) and theStock Exchange of Thailand (SET), and must be able toperform their duties impartially, free from any influence orconflicts of interest that may affect their decision-making.In addition, the Company clearly separates the roles andresponsibilities of the Chairman of the Board and the ChiefExecutive Officer to prevent the concentration of authorityand to promote effective checks and balances in corporategovernance. Non-executive directors are also encouraged tofreely express their opinions and provide recommendations.Furthermore, the Company promotes the Board’s access tosufficient and relevant information, including the ability toindependently seek advice from external consultants, inorder to support prudent, transparent decision-making thatserves the best interests of the Company and itsstakeholders.Board Independence Policy fromManagementThe Company recognizes the importance of Non-ExecutiveDirectors in providing independent oversight and balancingthe management’s operations. The Company requires thatmeetings of Non-Executive Directors be held separately,without the presence of management, at least once a year.This arrangement allows Non-Executive Directors to discuss,express opinions, and exchange views on corporategovernance, corporate strategy, and managementperformance independently and candidly.The outcomes and recommendations derived from suchmeetings are reported to the Chairman of the Board or theBoard of Directors for acknowledgment, and are utilized tosupport the enhancement of the Company’s governance andmanagement practices for greater effectiveness.Such actions reflect the Company’s commitment tostrengthening the independence of the Board of Directorsand enhancing corporate governance standards in alignmentwith international best practices.Policy on Meetings of Non-ExecutiveDirectors91Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
The Company has assigned the Nomination andRemuneration Committee to be responsible for the selectionand nomination of qualified candidates in accordance withthe prescribed criteria. The consideration is based onknowledge, expertise, independence, relevant experience, aswell as integrity, ethics, and the ability to perform duties inthe best interests of the Company and its stakeholders.In addition, the Company places importance on BoardDiversity in terms of skills, experience, and perspectives inorder to enhance the effectiveness of governance andstrategic decision-making. The nomination process isconducted in compliance with the regulations of theSecurities and Exchange Commission (SEC) and therequirements of the Stock Exchange of Thailand (SET).The appointment of directors must be approved by theshareholders’ meeting, while the appointment of seniorexecutives must be considered and approved by the Boardof Directors. The Company also emphasizes successionplanning to ensure continuity and efficiency in itsmanagement.าพPolicy on the Nomination of Directors andSenior ExecutivesThe Company places significant importance on successionplanning for senior executives and the Chief ExecutiveOfficer (Succession Plan) to ensure continuity ofmanagement and to mitigate risks arising from changes inkey personnel.The Company has established a systematic approach toidentifying and developing high-potential personnel (TalentPool), based on their knowledge, capabilities, experience, andsuitability for future roles. Development plans are alsoimplemented to enhance managerial competencies,leadership skills, and business acumen to ensure readinessfor higher responsibilities.In this regard, the Nomination and Remuneration Committeeis responsible for reviewing the succession plan on a regularbasis, at least annually, and proposing it to the Board ofDirectors for acknowledgment or approval. This ensures thatthe Company is well-prepared for leadership transitions inthe event that executives are unable to perform their dutiesor when changes in key positions occur.Furthermore, the Company emphasizes that theimplementation of the succession plan is conducted in atransparent and fair manner, aligned with the Company’sstrategic direction. This supports business continuity andfosters stable and sustainable long-term growth.Succession Planning Policy for SeniorExecutives and the Chief Executive OfficerThe Company encourages its directors and executives toparticipate in relevant training programs, seminars, andcourses, such as those organized by the Thai Institute ofDirectors Association (IOD) or other recognized institutions,to enhance their knowledge and competencies in areasincluding directors’ roles and responsibilities, corporategovernance, risk management, finance, legal compliance,and sustainability (ESG).In addition, the Company provides a Director Orientationprogram for newly appointed directors to ensure acomprehensive understanding of the Company’s businessnature, organizational structure, key policies, and their rolesand responsibilities. The Company also supports theCompany Secretary in serving as a central point of contactfor providing information, legal updates, and regulatoryrequirements to the Board of Directors and executives.The Company is committed to continuous development byapplying the knowledge and experience gained to itsoperations, with the aim of enhancing corporate governanceeffectiveness and supporting the Company’s sustainablelong-term growth.Policy on the Development of Directors,Executives, and Company SecretaryFor Directors The Company provides a Director Orientationprogram for newly appointed directors to ensure they receiveessential information regarding the Company’sorganizational structure, business operations, strategies, andkey plans, as well as the roles, duties, and responsibilities ofdirectors, including relevant laws and regulations. Thisenables directors to perform their duties accurately andeffectively.For Employees The Company conducts an EmployeeOrientation program for new hires to ensure they understandthe Company’s vision, mission, corporate culture, policies,and procedures, including the Code of Conduct, as well astheir rights and responsibilities. This is to promote effectivejob performance in alignment with the Company’s standards.Post-Training AssessmentFollowing the training, the Company administersassessments to evaluate employees’ knowledge andunderstanding through tests related to good corporategovernance principles and business ethics. All employeesare required to meet the Company’s passing criteria, with a100% pass rate achieved.Mandatory Program and Ongoing ReviewThe orientation program is a mandatory requirement for allnew employees. The Company conducts annual reviews andrefresher programs, including knowledge assessments, toensure employees maintain a proper understanding and areable to comply with the required standards. A 100% passingrate is also required for these assessments.Director and Employee Orientation92Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Intermedical Care and Lab Hospital Public Company Limitedis committed to conducting its business with integrity,transparency, and ethical standards. The Company hasestablished a Code of Conduct as a guideline for directors,executives, and employees at all levels to ensure thatoperations are carried out in accordance with goodcorporate governance principles, as well as applicable lawsand regulations.The Company encourages all personnel to perform theirduties with accountability and integrity, placing the bestinterests of the organization as a priority, while respectingthe rights of all stakeholders. The Company also emphasizesthe avoidance of conflicts of interest and strictly prohibitsthe use of one’s position for personal gain.6.2 Code of ConductThe Company has established a Code of Conduct for business operations to serve as a guiding frameworkfor directors, executives, and employees at all levels. The Code emphasizes integrity, transparency, andaccountability to all stakeholders, as follows:1. To Customers / Service RecipientsProvide high-quality, safe, and standardizedmedical services.Ensure accurate, complete, and transparentinformation without causing misunderstanding.Strictly maintain patient confidentiality andpersonal data protectionActively listen to complaints and continuouslyimprove service quality.2. Toward Business Partners and Strategic AlliancesConduct business with fairness, transparency, andaccountability.Refrain from offering or accepting any improperbenefits.Strictly comply with contractual obligations andconditions.Maintain confidentiality of business informationand respect intellectual property rights.3. EmployeesTreat employees fairly and without discrimination.Promote workplace safety and enhanceemployees’ quality of life.Support capability development and careeradvancement opportunities.Respect human rights and uphold human dignity.4. Shareholders and InvestorsConduct business with transparency and with dueregard to maximizing shareholder value.Ensure accurate, complete, and timely disclosureof information.Treat all shareholders equitably and fairly.Avoid conflicts of interest.5. Social and Community ResponsibilityConduct business with responsibility towardsociety and the environmentPromote equitable access to healthcare servicesSupport initiatives to enhance the quality of life incommunitiesMinimize environmental impacts arising frombusiness operations6. Compliance with Laws and Ethical ConductStrictly comply with all applicable laws,regulations, and relevant requirements.Adopt a zero-tolerance policy against all forms ofcorruption.Refrain from using inside information for personalgain.Utilize the Company’s resources efficiently andappropriately.In addition, the Company places great importance on anticorruption practices, the protection of confidentialinformation, the appropriate use of corporate resources, andstrict compliance with applicable laws, regulations, andinternal policies. The Company also promotes a corporateculture grounded in integrity, transparency, andaccountability.Furthermore, the Company ensures continuouscommunication and training on its Code of Conduct foremployees, along with the implementation of monitoring andaudit systems, as well as whistleblowing channels. Thesemeasures are designed to ensure that business operationsare conducted ethically and to build confidence amongshareholders, investors, and all stakeholders.93Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
ใIn 2025, Intermedical Care and Lab Hospital Public Company Limited continuously developed and enhanced itscorporate governance policies, practices, and systems to align with the principles of Good CorporateGovernance, international standards, as well as the requirements of the Securities and Exchange Commission(SEC) and the Stock Exchange of Thailand (SET).The Company reviewed and improved key policies, including the Corporate Governance Policy, Code of Conduct,Anti-Corruption Policy, and Sustainability (ESG) Policy, to ensure comprehensive coverage of key issues and risksrelevant to current business operations.In addition, the Company further strengthened its governance systems and processes to enhance efficiency,including internal control systems, risk management, information disclosure, and stakeholder engagement. TheCompany also continued to promote training and awareness of corporate governance among directors,executives, and employees.These ongoing developments and improvements aim to elevate the Company’s corporate governance standardsto be transparent, accountable, and aligned with international best practices. This will help strengthenconfidence among shareholders, investors, and all stakeholders, while supporting the Company’s sustainablelong-term growth.6.3 Significant Changes and Developments in Corporate GovernancePolicies, Practices, and Systems During the YearReview, Revision, and Implementation of the Corporate Governance Codefor Listed Companies (2025)In 2025, the Company conducted a comprehensive review and enhancement of its corporate governancepolicies, practices, and procedures to align with the Corporate Governance Code for Listed Companies 2025, aswell as the requirements of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand(SET).The Company has strengthened its governance framework to cover key areas, including clearly defining theroles and responsibilities of the Board of Directors and management, enhancing board independence, reinforcingrisk management and internal control systems, ensuring transparent disclosure practices, and addressingstakeholder considerations alongside sustainability (ESG) initiatives. In addition, the Company has continuouslycommunicated and promoted awareness of good corporate governance principles among directors, executives,and employees, while regularly monitoring and evaluating the implementation of such principles to ensure theireffective and practical application.These review and enhancement efforts reflect the Company’s strong commitment to developing a corporategovernance system that is transparent, accountable, and aligned with international best practices. This, in turn,strengthens confidence among shareholders, investors, and stakeholders, and supports the Company’ssustainable long-term growth.94Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
7. Corporate Governance Structure and Informationon the Board of Directors, Subcommittees,Executives, Employees, and Others7.1 Corporate Governance Structure As of 31 December 2025, the Company’s governance structure comprises the Board of Directors andthree sub-committees, namely the Audit Committee, the Executive Committee, and the Nominationand Remuneration Committee. The Company’s governance structure can be summarized as follows:95Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Name Position (Type of Directorship) 1.Assoc. Prof. Dr. Thanavath Phonvichai Chairman of the Board(Non-Executive Director)(Independent Director)2.Dr. Sittiwat Kamkatwong Director / Chairman of the Executive Committee / Chief ExecutiveOfficer (Executive Director)3.Miss Poramaporn Pavarjkit Director / Vice Chairman of the Executive Committee / DeputyChief Executive Officer /Chairman of the Corporate Social Responsibility WorkingCommittee / Member of the Nomination and RemunerationCommittee / Corporate Governance and Sustainability WorkingCommittee / Risk Management Working Committee(Executive Director)4.Mr. Thibdee Mangkalee Director / Executive Director / Chairman of the Risk ManagementWorking Committee (Non-Executive Director)5.Dr. Sukhum Karnchanapimai Director(Non-Executive Director)6.Mr. Boonyarit Kalayanamit Chairman of the Audit Committee(Independent Director)7.Miss Tiwaporn Kuntasuwon Audit Committee Member / Chairman of the Nomination andRemuneration Committee /Corporate Governance and Sustainability Working Committee(Independent Director)8.Mr. Warokart Tapasanant Audit Committee Member / Chairman of the Corporate Governanceand Sustainability Working Committee /Member of the Nomination and Remuneration Committee(Independent Director) 7.2 Information on the Board of Directors7.2.1 Board of Directors and Controlling Persons (Individual Basis)As of 31 December 2025, the Board of Directors comprised a total of eight members, consisting of six non-executivedirectors, including four independent directors, and two executive directors. All directors possess qualifications inaccordance with the Public Limited Companies Act, the Securities and Exchange laws, and the Company’s Articlesof Association. None exhibits any prohibited characteristics indicating a lack of suitability to be entrusted with themanagement of a publicly held company, as prescribed by the Securities and Exchange Commission. The Boardmembers bring valuable experience relevant to the Company’s business operations and are able to exerciseindependent judgment with integrity and objectivity. They possess diverse knowledge and expertise appropriate tothe Company’s business, in line with the Board Skill Matrix required to effectively perform their duties and supportthe Company’s strategic objectives. The directors’ areas of expertise include finance, accounting, management, andbusiness administration, among others.96Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
Ms. Sirilux Rahong serves as the Company Secretary. Detailsof the Company’s directors are further disclosed inAttachment 1, “Information of Directors, Executives,Controlling Persons, the Person Responsible for the HighestPosition in Accounting and Finance, the Person DirectlyResponsible for Accounting Supervision, and the CompanySecretary.”1) Must possess qualifications as prescribed under the PublicLimited Companies Act B.E. 2535 (1992), as amended, andmust meet the qualifications and not have any prohibitedcharacteristics as specified by the Securities and ExchangeCommission (SEC) and the regulations of the StockExchange of Thailand (SET), including the Company’sArticles of Association and other relevant rules andregulations.2) Must be a person with appropriate qualifications,knowledge, and expertise in fields relevant to the Company’sbusiness, such as medicine, business administration, finance,accounting, law, or other areas beneficial to the Company,and be capable of applying such knowledge effectively tosupport the governance and development of the Company.3) Must not hold directorship positions in more than fivelisted companies on the Stock Exchange of Thailand,including this Company, in order to ensure sufficient timecommitment for the effective performance of duties,including attending Board meetings, carefully consideringkey matters, and providing appropriate and continuousadvice to management.4) Must not engage in any business of the same nature andin competition with the Company, nor be a partner in anordinary partnership, or an unlimited liability partner in alimited partnership, or a director in any private or publiccompany conducting a business of the same nature and incompetition with the Company, unless such involvement hasbeen disclosed to the shareholders’ meeting prior to theappointment.5) Independent directors must possess qualificationsregarding independence as defined by the Company and inaccordance with the criteria prescribed by the CapitalMarket Supervisory Board. They must be able to performtheir duties with impartiality and independence frommanagement, without any personal interests or relationshipsthat may affect their decision-making, and must be able tosafeguard the interests of all shareholders equally withoutconflicts of interest. In addition, they must be able to attendBoard meetings regularly and express opinionsindependently and prudently.Qualifications of the Board ofDirectorsThe Company requires that independent directors possessthe following qualifications:(5.1) Holding shares not exceeding one percent (1%) of thetotal voting rights of the Company, its parent company,subsidiaries, associated companies, major shareholders, orcontrolling persons of the Company. In this regard, theshareholding of related persons shall also be included.(5.2) Must not be, or have been, an executive director,employee, staff member, advisor receiving a regular salary,or a person having controlling authority of the Company, itsparent company, subsidiary, associate, sister companies,major shareholders, or controlling persons of the Company,unless such status has terminated for not less than twoyears prior to the appointment. This restriction does notinclude cases where the independent director has previouslybeen a government official or advisor to a governmentagency that is a major shareholder or controlling person ofthe Company.(5.3) Must not be a person related by blood or legalregistration as a father, mother, spouse, sibling, or child,including the spouse of a child, of other directors, executives,major shareholders, controlling persons, or personsnominated to be executives or controlling persons of theCompany or its subsidiaries.(5.4) Must not have, or have had, any business relationshipwith the Company, its parent company, subsidiary, associate,major shareholders, or controlling persons in a manner thatmay impede the exercise of independent judgment, andmust not be, or have been, a significant shareholder orcontrolling person of any entity having such businessrelationship with the Company, unless such relationship hasceased for not less than two years prior to the appointment.(5.5) Must not be, or have been, an auditor of the Company,its parent company, subsidiary, associate, majorshareholders, or controlling persons, and must not be asignificant shareholder, controlling person, or partner of anaudit firm which has auditors of the Company, its parentcompany, subsidiary, associate, major shareholders, orcontrolling persons, unless such status has terminated fornot less than two years prior to the appointment.(5.6) Must not be, or have been, any professional serviceprovider, including legal or financial advisor, receivingservice fees exceeding THB 2 million per year from theCompany, its parent company, subsidiary, associate, majorshareholders, or controlling persons, and must not be asignificant shareholder, controlling person, or partner of suchprofessional service provider, unless such status hasterminated for not less than two years prior to theappointment.(5.7) Must not be a director appointed as a representative ofthe Company’s directors, major shareholders, orshareholders who are related to the Company’s majorshareholders.(5.8) Must not engage in any business of the same natureand in significant competition with the Company or itssubsidiaries, or be a significant partner in a partnership, orbe an executive director, employee, staff member, advisorreceiving a regular salary, or hold more than 1% of the totalvoting shares of another company engaging in the samenature of business and in significant competition with theCompany or its subsidiaries.(5.9) Must not have any other characteristics that wouldimpair the ability to express independent opinions regardingthe Company’s operations.97Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
1) The Board of Directors shall perform its duties withresponsibility, due care, and integrity, prioritizing the bestinterests of the Company and all shareholders. Indischarging its duties, the Board shall act in compliance withapplicable laws, the Company’s objectives, and Articles ofAssociation, while strictly adhering to the resolutions of theBoard of Directors and shareholders’ meetings. This is toensure that the Company’s operations are conductedproperly, transparently, and in a manner that is accountableand verifiable.2) The Board of Directors is responsible for determining andapproving the Company’s objectives, vision, strategies, andbusiness direction, as well as key targets, policies, businessplans, and budgets, including the organizational structureand approval authority as proposed by the ExecutiveCommittee or management. The Board shall oversee,monitor, and evaluate the performance of management toensure alignment with the approved objectives, key targets,policies, business plans, and budgets, in order to achievemaximum efficiency and effectiveness in operations, as wellas appropriate resource allocation to create value for theCompany and its shareholders. In addition, the Board shallreview the Company’s strategies, business direction,business plans, and budgets at least annually, or asappropriate when significant changes occur, to ensure thatthe Company’s operations remain aligned with evolvingeconomic, market, and competitive conditions.3) The Board of Directors shall continuously and regularlymonitor and evaluate the performance of the ExecutiveCommittee, management, and sub-committees to ensurethat operations are conducted in accordance with theapproved strategies, plans, and budgets, and that theestablished objectives are achieved. The Board shall alsoensure that performance reports are systematically preparedin a transparent and verifiable manner to support its review,monitoring, and continuous improvement of managementpractices.4) The Board of Directors shall oversee that the Company’sbusiness operations are conducted in accordance with theprinciples of good corporate governance, with a strongcommitment to ethics, transparency, accountability, andrespect for the rights of shareholders and all stakeholders.The Board shall also promote socially and environmentallyresponsible business practices, while placing importance onthe management of climate-related risks and opportunities.In this regard, the Board shall support the Company’s abilityto adapt to changing environmental factors and drivesustainable business operations in line with ESG(Environmental, Social, and Governance) principles.7.2.3 Roles and Responsibilitiesof the Board of DirectorsScope of Authority, Duties, andResponsibilities of the Board of Directors5) The Board of Directors is responsible for ensuring that asuccession plan is established for the Chief Executive Officerand senior executives to address situations where suchindividuals retire, resign, or are unable to perform their duties.This is to ensure continuity and stability in the Company’soperations. The Nomination and Remuneration Committee isassigned to prepare and propose the succession plan to theBoard of Directors at least once a year. In addition, the Boardof Directors shall oversee the effective management anddevelopment of human resources, with due considerationgiven to the number, knowledge, skills, experience, andmotivation of personnel, in order to support the Company’ssustainable growth. In the event that the Nomination andRemuneration Committee has not been appointed, does notexist, is unable to perform its duties due to a lack of quorum,or is unable to pass resolutions due to conflicts of interest, theBoard of Directors shall assume responsibility for performingsuch duties in place of the Committee.6) The Board of Directors shall consider and approve theappointment of directors to fill any vacancies on the Boardarising for reasons other than the expiration of their term ofoffice. Such appointments must be made with dueconsideration to ensure that the appointed individuals possessthe required qualifications and do not have any prohibitedcharacteristics as prescribed under the Public LimitedCompanies Act B.E. 2535 (1992), the Securities and ExchangeAct, and relevant rules, regulations, and notifications of theregulatory authorities. The appointment process shall beconducted with due diligence to ensure that suitable andqualified individuals are selected to effectively perform theirduties as directors, and such appointment shall be completedas soon as practicable at the next Board meeting, inaccordance with applicable laws and the Company’s Articlesof Association.7) The Board of Directors shall consider and appoint the AuditCommittee in accordance with the qualifications andrequirements specified in the Audit Committee Charter, as wellas applicable laws under the Securities and Exchange Act,notifications of the Capital Market Supervisory Board, andrelevant regulations of the Stock Exchange of Thailand. Theappointment of the Audit Committee shall be conducted withtransparency and based on the candidates’ qualifications,expertise, independence, and ability to effectively performoversight and monitoring functions to ensure appropriatechecks and balances in the Company’s operations.8) The Board of Directors shall consider and approve theappointment of the Executive Committee, comprising directors,executives, or qualified external individuals in accordance withthe criteria set forth in the Executive Committee Charter.The Board of Directors shall clearly define the scope ofauthority, duties, and responsibilities of the ExecutiveCommittee to enable it to effectively perform strategicmanagement functions in alignment with the Company’spolicies and strategic plans, under the supervision of theBoard, and to enhance the overall efficiency of the Company’sbusiness operations.98Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025
9) The Board of Directors shall consider and appoint subcommittees, as deemed appropriate, to assist and supportthe effective performance of its duties in various areaswithin the scope of the Board’s responsibilities. The Boardshall clearly define the scope, authority, duties, andresponsibilities of each sub-committee to ensure that theycan perform their assigned roles appropriately, transparently,and report their performance to the Board in a systematicmanner.10) The Board of Directors shall consider and approve theappointment of the Chief Executive Officer (CEO), who mustpossess the qualifications, knowledge, competencies, andexperience appropriate for managing the organization. TheBoard shall clearly define the scope, authority, duties, andresponsibilities of the CEO to ensure the effectiveimplementation of the Company’s policies and businessplans. In addition, the Board shall establish the frameworkand policies relating to the CEO’s remuneration, includingsalary, salary adjustments, bonuses, and other benefits,taking into account performance, value creation for theCompany, and adherence to ethical and sustainablecorporate governance practices.11) The Board of Directors shall consider and appoint theCompany Secretary, who must possess the qualifications,knowledge, and experience necessary and appropriate forcorporate governance functions. The Board shall clearlydefine the scope, authority, duties, and responsibilities of theCompany Secretary. The Company Secretary shall supportthe Board in its operations and provide advice on relevantrules, regulations, and laws to ensure that the Company’sbusiness is conducted in a lawful, transparent, and goodgovernance manner.12) The Board of Directors shall consider, determine, andapprove any amendment or change to the authorizedsignatories who are empowered to bind the Company. Suchchanges shall align with the management structure andbusiness requirements at each point in time, and must be incompliance with the Company’s Articles of Association andapplicable laws. The Company shall disclose suchinformation to relevant authorities and shareholdersappropriately and transparently.13) The Board of Directors shall consider and approve theappointment of individuals to serve as directors orexecutives of subsidiaries or associates, in proportion to theCompany’s shareholding. The Board shall clearly define thescope, authority, duties, and responsibilities of suchappointed directors or executives. Such appointments shallinclude guidelines for the exercise of voting discretion atboard meetings of subsidiaries or associates, particularly onsignificant matters that may affect the Company, whichmust receive prior approval from the Board. This is to ensurethat the operations of subsidiaries and associates arealigned with the policies of the parent company. In addition,the Board shall oversee that subsidiaries and associatesoperate in compliance with applicable laws and ensureadequate and accurate disclosure of information regardingfinancial position, operating results, connected transactions,and significant acquisitions or disposals of assets.114) The Board of Directors is responsible for consideringand approving, as well as providing opinions on, relatedparty transactions of the Company within the scopeprescribed by law, except where such transactions requireapproval from the shareholders’ meeting in accordance withapplicable laws or regulatory requirements. Theconsideration and approval of related party transactionsshall be in compliance with the Securities and Exchange Act,notifications of the Capital Market Supervisory Board,regulations of the Stock Exchange of Thailand, as well asthe Company’s Articles of Association. The Board shallexercise due care to ensure that such transactions areconducted fairly, transparently, and in the best interests ofthe Company and its shareholders.15) The Board of Directors shall carefully consider andapprove related party transactions within its authorizedscope, except where such transactions fall under the criteriarequiring approval from the shareholders’ meeting inaccordance with applicable laws or relevant notifications.The approval of such transactions must comply with theSecurities and Exchange Act, as well as the notifications andregulations of the Stock Exchange of Thailand and theCompany’s Articles of Association, with due considerationgiven to fairness, transparency, and the best interests of theCompany and its shareholders.16) The Board of Directors has the authority to consider andapprove the payment of interim dividends to shareholders,provided that the Company’s financial statementsdemonstrate sufficient operating results and financialposition, and that such payment does not adversely affectthe Company’s financial stability. The Board shall report theinterim dividend payment to the shareholders’ meeting foracknowledgment at the next meeting to ensuretransparency and accountability.17) The Board of Directors is responsible for preparing theCompany’s annual report and for the preparation anddisclosure of the consolidated financial statements as wellas the separate financial statements as of the end of theaccounting period. Such financial statements must beaudited and certified by a licensed auditor and shall presentfairly, in all material respects, the financial position andoperating results of the Company for the year. Thepreparation of financial statements shall be in accordancewith generally accepted accounting standards. The annualreport shall be presented to the shareholders’ meeting forconsideration and approval to ensure transparency andconfidence in the Company’s financial position.18) The Board of Directors is responsible for considering andapproving the nomination of the Company’s external auditor,as well as determining appropriate remuneration, based onthe recommendation of the Audit Committee. This is toensure that the auditor is independent, possesses thenecessary expertise, and has experience in auditing listedcompanies. The proposed auditor and remuneration, asapproved by the Board, shall be submitted to the AnnualGeneral Meeting of Shareholders for further considerationand approval in accordance with applicable laws andregulations.99Intermedical Care and Lab Hospital Public Company Limited Annual Report 2025