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Siili Solutions Oyj

Annual Report Feb 13, 2025

3340_rns_2025-02-13_aad2a6a6-c423-428b-883c-d8e55d3357b9.pdf

Annual Report

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Financial statements bulletin, 1 January–31 December 2024 (unaudited)

YEAR 2024 FOR SIILI

Profitability affected by declined revenue, successful launch of the new data and AI focused strategy

In 2024 we clarified our new strategy and successfully launched its implementation. We focused on strengthening our competitiveness and securing profitability in a continuously challenging market situation. However, the challenging market situation affected negatively on Siili's revenue and growth both domestically and internationally.

H2/2024 H2/2023 2024 2023 Q4/2024 Q4/2023
Revenue, EUR 1,000 52,713 57,414 111,899 122,702 28,589 30,365
Revenue growth, % -8.2% -3.4% -8.8% 3.7% -5.9% -6.7%
Organic revenue growth, % -8.2% -5.5% -8.8% 0.1% -5.9% -6.7%
Share of international revenue, % 30.2% 27.7% 29.0% 26.7% 28.8% 25.8%
Adjusted EBITA, EUR 1,000 2,100 3,732 5,409 8,742 1,403 2,471
Adjusted EBITA, % of revenue 4.0% 6.5% 4.8% 7.1% 4.9% 8.1%
EBITA, EUR 1,000 2,058 3,399 4,752 8,409 1,361 2,138
EBIT, EUR 1,000 1,482 2,763 3,592 6,909 1,075 1,844
Earnings per share, EUR 0.20 0.18 0.43 0.61 0.18 0.14
Number of employees at the end of the period 942 1,007 942 1,007 942 1,007
Average number of employees during the period 954 1,034 975 1,026 944 1,030
Total full-time employees and subcontractors (FTE)
at the end of the period
1,033 1,091 1,033 1,091 1,033 1,091

CEO TOMI PIENIMÄKI:

2024 was another challenging year from a market perspective, both for Siili and the entire IT service sector. During the year, we focused on crystallising our strategy and creating a foundation for stronger competitiveness and profitability.

The market situation affected both Siili's revenue and the rate of growth both domestically and internationally. Full‑year revenue amounted to approximately EUR 112 million, representing a decline of 9% year on year. The share of international operations in the Group's revenue continued to increase and rose from the previous year's level of 27% to 29% in 2024.

The slowdown in growth also weighed on profitability. Adjusted EBITA for the year was EUR 5.4 million, which corresponds to about 5% of revenue. This year, we aim to improve Siili's profitability by focusing on operational efficiency and growth with focus on the Data and AI business.

Despite the challenges of the operating environment, last year was, however, successful for Siili in many ways. During the first half of the year, we focused on designing our new strategy and streamlining the organisation. We also launched a three-level training programme in artificial intelligence for our consultants and continued to strengthen the data and AI expertise of the Siili team through both training and recruitment throughout the year.

Our new strategy has been well received

In the new strategy published in August, we placed data and artificial intelligence at the core of the strategy. Our objective is to be a pioneer in the AI transition as a developer of generative AI solutions and as an AI partner that reinforces its customers' competitiveness.

We have now three strategic priorities that strengthen our position as a leader in leveraging AI:

  • Significant growth in Data and AI business
  • Pioneer in AI-powered digital development
  • Community of top talent

Our updated strategy and our promise "Impact driven, AI powered" have been well received in the markets. During the year, we were selected as a partner for several AI and data projects in line with our strategy. Towards the end of the year, we had many successful openings consistent with the strategy in projects dealing with, for example, AI strategies, training, and implementation. We will continue to focus on expanding our business with strategic customers and building long-standing partnerships.

We focus on improving our profitability

We continue to improve our operational efficiency. We will focus in particular on capacity and utilization management, cost efficiency, offer development and pricing optimization. Improving profitability is progressing according to plan in stages. We have made a concrete action plan to improve our efficiency and profitability and we will implement it with determination and monitor its progress.

Last year, we also started to develop our operating models towards more data-driven decision-making and

Outlook for 2025 and financial goals for 2025‑2028

Revenue for 2025 is expected to be EUR 108‑130 million and adjusted EBITA EUR 4.7‑7.7 million.

On 26 November 2024, the company announced the financial goals for the years 2025–2028 as follows:

  • Annual revenue growth of 20 percent, of which organic growth accounts for about half.
  • Adjusted EBITA 12 percent of revenue.
  • The aim is to keep the ratio of net debt-to-EBITDA below two.
  • The aim is to pay a dividend corresponding to 30–70 percent of net profit annually.

better forecasting. In addition, we are strongly investing in the implementation of a new management model that increases efficiency, recruitments that support the strategy and optimization of subcontracting. We strive to seek profitable growth in growth areas in line with the strategy, while firmly protecting profitability in more challenging market segments.

We are strengthening our community of top talent

At the beginning of November, we strengthened the data and AI expertise of the management team when Maria Niiniharju took up the position as the leader of Siili's Private Business and became a new member of Siili's management team. In accordance with our strategy, we also expanded our competence through recruitment of data and AI experts, who we have now 43% more compared to previous year. Towards the end of the year, we strengthened our integration expertise by signing an agreement to purchase a majority stake in Integrations Group Oy. With Integrations Group, we will be a stronger partner for our customers in various demanding AI and data integration projects.

We aim to be the best community for digital development professionals, and we continued to develop our culture and leadership further last year. Our efforts to develop Siili's community were recognized in autumn when Siili achieved 10th place in the Young Professional Attraction Index survey by Academic Work.

In 2025, we will celebrate Siili's 20th anniversary. With two decades of innovation and growth under our belt, this is a good time to continue Siili's journey by focusing on the implementation of the strategy and the improvement of profitability during the year. Although we cannot see immediate signs of an improvement in market conditions, our successes in 2024 have proven the performance of our strategy. I want to extend my thanks to the entire Siili team and our customers for the past year. I am looking forward to the opportunity to build new and innovative solutions at the cutting edge of the AI transition.

3

3 Siili Solutions Plc, Financial statements bulletin, 1 January–31 December 2024 (unaudited)

REVENUE

Revenue for the financial year decreased by 8.8% year on year (+3.7%) to EUR 111,899 (122,702) thousand. Revenue for the second half of the year decreased by 8.2% to EUR 52,713 (57,414) thousand. The share of international operations of the revenue was 29.0% (26.7%) for the financial year and 30.2% (27.7%) for the second half of the year. Revenue declined across the Group's operations from the previous year as a result of weak market conditions and the reduction in overall capacity due to efficiency-improvement measures.

PROFITABILITY

EBITA for the financial year totalled EUR 4,752 (8,409) thousand, representing a decline of EUR 3,657 year on year. The Group's profitability weakened during the period, and EBITA amounted to 4.2% (6.9%) of revenue. EBITA for the second half of the year was 4.0% (5.9%) of revenue. The year-on-year decline in profitability was primarily driven by the decrease in revenue due to stringent market conditions. Meanwhile, actions were taken to protect profitability through efficiency improvements affecting both personnel expenses and other expenses.

Subcontracting costs arising from the use of external services totalled EUR 23,344 (26,215) thousand, or 20.9% of revenue (21.4%) for the financial year. The use of subcontracting was reduced from the previous year. Employee benefit expenses for the financial year decreased to EUR 68,600 (72,180) thousand and amounted to 61.3% (58.8%) of revenue. The decrease in employee benefit expenses was due to a reduction in the number of personnel. During the financial year, the Group had a total of 975 (1,026) employees on average and 942 (1,007) at the end of the year. Other operating expenses decreased from the previous year to EUR 12,045 (12,645) thousand, or 10.8% (10.3%) of revenue.

Adjusted EBITA for the financial year was EUR 5,409 (8,742) thousand, or 4.8% (7.1%) of revenue. The

The Group's operating profit (EBIT) for the financial year was EUR 3,592 (6,909) thousand, or 3.2% (5.6%) of revenue. Net financial expenses for the financial year totalled EUR 76 (1,373) thousand. The profit for the period before taxes was EUR 3,516 (5,536) thousand, and earnings per share were EUR 0.43 (0.61).

FINANCING AND CAPITAL EXPENDITURE

The Group's statement of financial position totalled EUR 84,604 (100,170) thousand at the end of the financial year, with EUR 41,592 (42,083) thousand consisting of shareholders' equity. The Group's equity ratio strengthened by 7.2 percentage points year on year to 49.7% (42.6%). At the end of the financial year, liquid funds amounted to EUR 20,331 (29,022) thousand, and the Group had EUR 19,283 (32,704) thousand of interest-bearing liabilities. The decrease in interestbearing liabilities was significantly affected by the acquisitions of additional stakes in Supercharge Kft and Vala Group Oy. Gearing was -2.5% (8.7%), and the ratio of net debt to EBITDA was -0.13% (0.30%). The Group's return on capital employed was 7.2% (10.7%).

adjustment items amounted to EUR 657 (333) thousand, consisting of personnel benefit expenses related to business restructuring as well as business acquisition expenses. The calculation of adjusted EBITA is presented under Calculation formulas for the key figures. Cash flow from financing activities in the review period amounted to EUR -8,638 (-9,254) thousand, including a dividend of EUR 2,109 thousand paid to the shareholders of Siili Solutions Plc, a dividend of 874 thousand paid to non-controlling shareholders of Supercharge Kft. and Vala Group Oy, and repayments of bank loans amounting to EUR 2,518 thousand.

The cash flow from operations was EUR 10,751 (7,489) thousand, representing an increase of 43.6% year on year. The growth in the cash flow from operating activities was driven by decrease in trade receivables related to the development of revenue, which had a positive impact on net working capital.

Cash flow from investing activities for the financial year was EUR -10,766 (-5,409) thousand, including the considerations totalling EUR 9,422 thousand paid to the minority interest for the acquisition of additional stakes in Supercharge Kft and Vala Group Oy.

ACQUISITIONS AND CHANGES IN GROUP STRUCTURE

During the financial year, Siili Solutions Plc increased its ownership in its subsidiaries Supercharge Kft and Vala Group Oy. In May, the company carried out share acquisitions whereby its ownership in Vala Group Oy increased to over 95% from the previous level of approximately 80% and its ownership in Supercharge Kft rose to 70% from 55%. The consideration for the shares in Vala Group Oy was approximately EUR 5.3 million, including a compensation of some EUR 1.6 million for the company's net cash assets and an adjustment for dilution of the company's option scheme under the shareholders' agreement. The consideration for the shares in Supercharge Kft was approximately EUR 4.2 million, including some EUR 0.5 million in compensation for the company's net cash.

EMPLOYEES, MANAGEMENT AND GOVERNANCE

The number of employees at the end of the financial year was 942 (1,007), which marks a decrease of 65 (38) people, or -6.5% (-3.6%), from the end of the previous year. The average number of employees during the period was 975 (1,026).

At the end of the financial period, Siili's Management Team consisted of the following members: Tomi Pienimäki (CEO), Aleksi Kankainen (CFO), Taru Salo (CPO), Andras Tessenyi (CEO, Supercharge) and Maria Niiniharju (VP Private Business). Maria Niiniharju became a member of the Management Team on 1 November 2024.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Profit warning and new financial guidance for 2024

The company issued a profit warning on 17 September 2024 and lowered its guidance for revenue and adjusted EBITA for 2024.

Renewed strategy

On 13 August 2024 the company published a renewed strategy that sets AI data business to its core.

Changes in the Management Team

Maria Niiniharju (VP, Private Business) was appointed to the Management Team as of 1 November 2024. Kari Pirttikangas left the Management Team in March 2024 and Kenneth Lindfors in April 2024.

Increased ownership in Vala Group Oy and Supercharge Kft

Siili completed a transaction that increased Siili's ownership in its subsidiary Vala Group Oy to over 95%. The purchase price of the shares was approximately 5.3 million euros. Siili increased ownership in its Hungarian subsidiary Supercharge Kft to 70%. The purchase price of the shares was approximately 4.2 million euros.

RISKS AND UNCERTAINTY FACTORS

Siili is exposed to various risk factors related to its operational activities and business environment. The realisation of risks may have an unfavourable effect on Siili's business, financial position or company value. The most significant risks related to Siili's operations are described below, along with other known risks that may become significant in the future. In addition, there are risks that Siili is not necessarily aware of and which may become significant.

– The loss of one or more key clients, a considerable decrease in purchases, financial difficulties experienced by clients or a change in a client's

INFORMATION FROM THE REVIEW PERIOD

strategy with regard to the procurement of IT services could have a negative effect on the company.

  • Failure to achieve recruitment goals in terms of both quality and quantity, and failure to match supply to customer demand in a timely manner.
  • Probability and adverse effects of the realisation of the aforementioned risks are more likely in an uncertain economic environment.
  • Failure in pricing, planning, implementation and improving cost efficiency of customer projects.
  • Loss of the contribution of key personnel or deterioration of the employer's reputation.
  • Realisation of information security risks, for example, as a result of data breach and/or human error by an employee.
  • General negative or weakened economic development and the resulting uncertainty in the clients' operating environment. The general economic cycle and changes in the clients' operating environment can have negative effects through slowing down, postponing or cancelling decision-making on IT investments.

Russia's war of aggression against Ukraine has not had and is not expected have a direct impact on Siili's business. However, the general uncertainty and inflation in 2024 continued to affect in particular our clients' investment decisions, thereby also weighing on Siili's business. Slow recovery of the economy is expected to continue to affect Siili's business and growth opportunities also in the current financial year. According to management observations and estimates, the impacts of the market environment in the financial year 2024 were moderate, and they are expected to reduce in 2025. We prepare for these effects by taking care of customer satisfaction and cost efficiency.

GENERAL MEETING OF SHAREHOLDERS

Annual General Meeting

Siili Solutions Plc's Annual General Meeting (AGM) took place in Helsinki, Finland, on 3 April 2024. The Annual General Meeting adopted the financial statements and consolidated financial statements for the financial period 2023, discharged the CEO and the members of the Board of Directors from liability and decided to distribute a dividend of EUR 0.26 per share, totalling approximately EUR 2,1 million.

The number of members of the Board of Directors was confirmed as five (5). Harry Brade, Tero Ojanperä and Jesse Maula were re-elected to the Board and Henna Mäkinen and Katarina Cantell were elected as new members to the Board. The Annual General Meeting decided that the Chair of the Board of Directors is paid EUR 3,850 per month, the Deputy Chair of the Board and Chair of Audit Committee EUR 3,000 per month and the other members EUR 2,000 per month. The Chairs of the Board's Committees are paid EUR 200 per month for their work on the Committees, in addition to which all Committee members are paid a meeting fee of EUR 300 per meeting. In addition, the members of the Board of Directors receive compensation for travel expenses in line with the Company's business travel policy.

KPMG Oy AB, Authorised Public Accountants, were re-elected as the company's auditor, and KPMG will also act as the assurer of the Company's sustainability report. KPMG has assigned Leenakaisa Winberg, APA, ASA as the Company's responsible auditor and auditor of the sustainability report. The auditor's fees are paid against the auditor's reasonable invoice.

The Annual General Meeting authorised the Board of Directors to decide on the acquisition and/or acceptance as collateral of the company's own shares. A maximum of 813,800 shares may be acquired and/ or accepted as collateral pursuant to the authorisation, corresponding to approximately 10 percent of all

shares in the company. The shares are to be acquired in public trading arranged by Nasdaq Helsinki Ltd at the market price of the time of purchase. The company's own shares can be acquired in a manner other than in proportion to the shareholders' existing holdings. The acquisition of shares will reduce the company's nonrestricted equity. The Board of Directors will decide on other terms and conditions related to the acquisition and/or acceptance as collateral of the shares. The authorisation is valid until the end of the next Annual General Meeting but not beyond 30 June 2025.

The Board of Directors was also authorised to decide on an issue of shares and an issue of special rights carrying entitlement to shares in accordance with chapter 10, section 1 of the Finnish Limited Liability Companies Act, in one or more tranches, either against consideration or free of charge. The maximum total number of shares issued, including shares issued on the basis of special rights, is 813,800, which corresponds to approximately 10% of all shares in the company. The Board of Directors may decide to issue new shares or to transfer treasury shares held by the company. The authorisation entitles the Board of Directors to decide on all terms and conditions for an issue of shares and an issue of special rights entitling their holders to shares, including the right to deviate from the shareholders' pre-emptive subscription right. The authorisation may be used for strengthening the company's balance sheet, for paying transaction prices related to acquisitions, in incentive plans or for other purposes decided by the Board of Directors. The authorisation is valid until the end of the next Annual General Meeting but not beyond 30 June 2025.

The Annual General Meeting adopted the reumeration policy and the remuneration report of the governing bodies of the company. The decisions of the Annual General Meeting were of advisory nature.

SHARE AND SHAREHOLDERS

The company has one series of shares, and all of its shares carry entitlement to equal rights. On 31 December 2024, the total number of shares in Siili Solutions Plc

entered in the Trade Register was 8,140,263. At the end of the financial year, the company held a total of 27,954 of its own shares. On 31 December 2024, the members of the company's Board of Directors and Management Team owned a total of 25,291 shares in the company. In addition, an entity under the control of a Board member owns 1,301,267 shares.

During the financial year, the highest price of the company share was EUR 9.90 the lowest price was EUR 5.32, the average price was EUR 7.74, and the closing price at the end of the review period was EUR 5.66. The company's market capitalisation decreased by -41.4% from the end of 2023 and amounted to EUR 45.9 (78.3) million on 31 December 2024.

The company had a total of 5,784 (6,482) shareholders on 31 December 2024. The number of shareholders decreased by 10.8% from the end of 2023. A list of the largest shareholders is available on the company website at / https://sijoittajille.siili.com/en and in notes to the parent company's financial statements.

EVENTS AFTER THE END OF THE FINANCIAL YEAR

Acquisition of Integrations Group Oy

On 18 November 2024, Siili Solutions Plc announced it had signed an agreement to purchase a stake of 51% of the shares in the Finnish company Integrations Group Oy. The transaction in Integrations Group Oy shares was completed on 2 January 2025. Siili is committed to purchasing the remaining 49% of shares in Integrations Group Oy over the coming years in parts as detailed in the shareholders' agreement; hence, Integrations Group Oy is consolidated 100% in the Siili Group as of 2 January 2025.

Integrations Group Oy is a company specialising in integration implementations and services, based in Espoo and Tampere. The company's unaudited revenue for the financial year 2024 was EUR 2.2 million, and its operating

profit amounted to EUR 0.3 million. The company has 13 employees. Integrations Group Oy will continue to operate as a stand-alone company under its own brand.

The acquisition of the majority stake in Integrations Group executes on Siili's strategic objective to expand its business in the growing data and generative AI market.

The acquisition does not have a material effect on the Siili Group's revenue, adjusted EBITA or balance sheet values. The company will prepare an acquisition cost calculation under IFRS 3 during the first year-half.

Proposals of the Shareholders' Nomination Board to the Annual General Meeting 2025

The Shareholders' Nomination Board of Siili Solutions Plc submitted its proposals to the Annual General Meeting 2025 on 16 January 2025:

Decision on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that five (5) members be elected to the Board of Directors.

Election of the members of the Board of Directors The Shareholders' Nomination Board proposes the re-election of the current members of the Board of Directors for the next term of office: Harry Brade, Jesse Maula, Henna Mäkinen and Katarina Cantell. Tero Ojanperä has announced that he is not available for re‑election as member of the Board of Directors. Therefore, the Shareholders' Nomination Board proposes that Sebastian Nyström be elected as new member to the Board of Directors.

The term of office of the members lasts until the end of the next Annual General Meeting. All persons proposed have given their consent to the election.

Background information on each person proposed for the Board of Directors is available on the website of Siili Solutions Plc at / https://sijoittajille.siili.com/en The proposed members esse Maula, Henna Mäkinen, Katarina Cantell and Sebastian Nyström are considered independent of the company and its significant shareholders. Harry Brade is independent of the Company but not independent of its significant shareholder Lamy Oy.

In addition, the Shareholders' Nomination Board recommends to the Board of Directors that it elect Harry Brade as its Chair and Jesse Maula as Deputy Chair.

Resolution on the remuneration of the members of the Board of Directors.

The Shareholders' Nomination Board proposes that the members of the Board of Directors be paid as follows:

The Chair of the Board of Directors is paid EUR 3,850 per month, the Deputy Chair as well as the Chair of the Audit Committee EUR 2,500 per month and the other members EUR 2,000 per month. The Chairs of the Board of Directors' Committees are paid EUR 200 per month for their work on the Committee, in addition to which all Committee members are paid a meeting fee of EUR 300 per meeting. In addition, the members of the Board of Directors receive compensation for travel expenses in line with the Company's business travel policy.

The company does not have other material events after the financial year.

DIVIDEND PROPOSAL

In line with the dividend policy approved by its Board of Directors, Siili seeks to distribute 30–70% of its profit for the period to shareholders. In addition, an additional profit distribution can be made.

On 31 December 2024, the distributable assets of the parent company of Siili Solutions Plc amounted to EUR 35,291,522.61, including the profit for the period EUR 1,629,162.50. The Board of Directors proposes to the Annual General Meeting 2025 that a dividend of EUR 0.18 per share be paid for the financial year 2024. According to the proposal, a total dividend of EUR 1,460,215.62 would be paid. The proposed dividend represents approximately 42% of the Group's profit for the financial year.

No significant changes have taken place in Siili's financial position since the end of the financial year. The company has a good level of liquidity, and the Board believes that the proposed dividend will not pose a risk to liquidity.

SUSTAINABILITY REPORTING

Siili Solutions will publish its first sustainability report in accorance ith the Corporate Sustainability Reporting Directive (CSRD) as part of the Report by the Board of Directors, which will be published on 14 March 2025 as part of the company's Annual Report 2024. The corporate responsibility section of the Annual Report contains the information required to be published in accordance with the CSRD and the European Sustainability Reporting Standards (ESRS). In addition, the Annual Report includes the information required by the sustainable finance taxonomy of the European Union.

FINANCIAL CALENDAR FOR 2025

Siili will hold a results announcement event for analysts, portfolio managers and the media on 13 February 2025 at 1:00 p.m. The presentation materials will be published on the company website after the event.

  • The Annual Report 2024 will be published in electronic format on the company website on 14 March 2025.
  • The Annual General Meeting will be held on 8 April 2025.
  • The business review for 1 January–31 March 2025 will be published on 22 April 2025.
  • The half-year report for 1 January–30 June 2025 will be published on 12 August 2025.
  • The business review for 1 January–30 September 2025 will be published on 21 October 2025.

INFORMATION FROM THE REVIEW PERIOD

Key figures Alternative performance measures

H2/2024 H2/2023 2024 2023 Siili Solutions Plc uses alternative performance measures to descripe the trend of the Group's profitability. The
Revenue, EUR 1,000 52,713 57,414 111,899 122,702 alternative performance measures should be reviewed parallel with the IFRS key figures. EBITDA is calculated by
adding depreciation, amortisation and impairment to operating profit. EBITA is calculated by adding amortisation and
impairment for fair value adjustments on acquisitions to operating profit. Adjusted EBITA is calculated by adding items
affecting comparability to EBITA, such as direct costs of acquisitions. Organic revenue growth is calculated based on
comparable revenue, reflecting changes in the corporate structure. The management uses these key figures for the
Revenue growth, % -8.2% -3.4% -8.8% 3.7%
Organic revenue growth, % -8.2% -5.5% -8.8% 0.1%
Share of international revenue, % 30.2% 27.7% 29.0% 26.7%
EBITDA, EUR 1,000 3,746 5,293 8,208 12,107 monitoring and analysis of business development, profitability, and our financial position.
EBITDA, % of revenue 7.1% 9.2% 7.3% 9.9%
EBITA, EUR 1,000 2,058 3,399 4,752 8,409 Organic revenue growth, %
EBITA, % of revenue 3.9% 5.9% 4.2% 6.9% EUR 1,000 H2/2024 H2/2023 2024 2023
Adjusted EBITA, EUR 1,000 2,100 3,732 5,409 8,742 Revenue 52,713 57,414 111,899 122,702
Adjusted EBITA, % of revenue 4.0% 6.5% 4.8% 7.1% Comparable pro forma revenue in the comparison period 57,414 60,756 122,561 122,561
EBIT, EUR 1,000 1,482 2,763 3,592 6,909 Organic revenue growth, % -8.2% -5.5% -8.8% 0.1%
EBIT, % of revenue 2.8% 4.8% 3.2% 5.6% Calculation formula applied from 1 January 2023.
Profit for the period, EUR 1,000 1,645 1,447 3,449 4,986
Profit for the period, % of revenue 3.1% 2.5% 3.1% 4.1% EBITA, Adjusted EBITA and EBITDA
EUR 1,000
Equity ratio, % 49.7% 42.6% 49.7% 42.6% H2/2024 H2/2023 2024 2023
Gearing, % -2.5% 8.7% -2.5% 8.7% EBIT 1,482 2,763 3,592 6,909
Net debt/EBITDA -0.13 0.30 -0.13 0.30 Amortisation and impairment for fair value adjustments on acquisitions
EBITA
576
2,058
636
3,399
1,160
4,752
1,500
8,409
ROE, % 8.2% 12.1% 8.2% 12.1% Transaction costs / income (+/-) from business combinations - - 77 -
ROI, % 7.2% 10.7% 7.2% 10.7% Restructuring costs 42 183 580 183
Basic earnings per share (EPS), EUR 0.20 0.18 0.43 0.61 Other items affecting comparability - 150 - 150
Diluted EPS, EUR 0.20 0.18 0.43 0.61 Adjusted EBITA 2,100 3,732 5,409 8,742
Average number of employees during the period 954 1,034 975 1,026
Number of employees at the end of the period 942 1,007 942 1,007 EBIT 1,482 2,763 3,592 6,909
Number of full-time employees (FTE) at the end of the period 900 956 900 956 Depreciation, amortisation and impairment 2,264 2,530 4,617 5,198
Number of full-time subcontractors (FTE) at the end of the period 133 135 133 135 EBITDA 3,746 5,293 8,208 12,107
Total full-time employees and subcontractors (FTE) at the end
of the period
1,033 1,091 1,033 1,091 Gearing, %
EUR 1,000 2024 2024
Financial liabilities measured at amortized cost 9,597 13,047
Contingent considerations measured at fair value through profit or loss 9,686 19,658
Liquid funds -20,331 -29,022
Net debt -1,049 3,682
Equity
Gearing, %
41,592
-2.5%
42,083
8.7%
2023
-
2,702
2,561
0.1%

EUR 1,000 H2/2024 H2/2023 2024 2023 EUR 1,000 H2/2024 H2/2023 2024 2023
REVENUE 52,713 57,414 111,899 122,702 PROFIT FOR THE PERIOD 1,645 1,447 3,449 4,986
Other operating income 202 316 298 444 Other comprehensive income
Materials and services -11,213 -11,979 -23,344 -26,215 Items that may later be recognised through profit or loss
Employee benefit expenses -32,011 -34,354 -68,600 -72,180 Translation differences -442 -351 -712 300
Depreciation and amortization -2,264 -2,530 -4,617 -5,198
Other operating expenses -5,945 -6,104 -12,045 -12,645 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 1,203 1,096 2,737 5,285
OPERATING PROFIT 1,482 2,763 3,592 6,909 Total comprehensive income for the period attributable to:
Shareholders of the parent company 100% 1,203 1,096 2,737 5,285
Financial income 226 -503 1,291 1,250 Non-controlling interest 0% - - - -
Financial expenses -646 -1,285 -1,367 -2,623
PROFIT BEFORE TAXES 1,063 976 3,516 5,536
Income taxes 582 471 -67 -551
PROFIT FOR THE PERIOD 1,645 1,447 3,449 4,986
Attributable to:
Shareholders of the parent company 100% 1,645 1,447 3,449 4,986
Non-controlling interest 0% - - - -
Earnings per share based on the profit attributable to
shareholders of the parent company:
Basic earnings per share (EUR), profit for the period 0.20 0.18 0.43 0.61
Diluted earnings per share (EUR), profit for the period 0.20 0.18 0.43 0.61

Consolidated income statement and consolidated statement of comprehensive income

Consolidated statement of financial position

EUR 1,000 31 Dec 2024 31 Dec 2023 EUR 1,000 31 Dec 2024 31 Dec 2023
ASSETS SHAREHOLDERS' EQUITY AND LIABILITIES
Non-current assets Shareholders' equity
Goodwill 31,868 32,490 Share capital 100 100
Intangible assets 7,673 8,404 Reserve for invested unrestricted equity 26,765 26,748
Tangible assets 850 1,259 Treasury shares -461 -461
Right-of-use assets 3,260 4,220 Translation differences -1,236 -524
Other investments 1 1 Retained earnings 16,424 16,219
Deferred tax assets 229 17 Total shareholders' equity 41,592 42,083
Receivables 163 159
Total non-current assets 44,043 46,549 Non-current liabilities
Financial liabilities 3,717 6,230
Current assets Lease liabilities 1,480 1,841
Trade receivables 14,895 19,118 Other non-current interest-bearing liabilities 5,600 10,177
Other receivables 4,433 4,654 Deferred tax liabilities 957 1,118
Current tax assets 902 826 Total non-current liabilities 11,754 19,366
Liquid funds 20,331 29,022
Total current assets 40,561 53,620 Current liabilities
Financial liabilities 6,600 2,513
TOTAL ASSETS 84,604 100,170 Lease liabilities 1,886 2,463
Trade and other payables 22,701 33,612
Current tax liabilities 49 121
Provisions 23 12
Total current liabilities 31,259 38,721
Total liabilities 43,012 58,087
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 84,604 100,170

EUR 1,000 H2/2024 H2/2023 2024 2023 EUR 1,000 H2/2024 H2/2023 2024 2023
Cash flow from operating activities Cash flows from financing activities
Profit for the period 1,645 1,447 3,449 4,986 Loan repayments -1,259 -1,259 -2,518 -2,518
Adjustments: Repayments of lease liabilities -1,309 -1,494 -2,703 -2,965
Depreciation and amortisation 2,264 2,530 4,617 5,198 Share subscriptions with share options - 8 17 53
Share-based incentive scheme 189 137 189 269 Acquisition of treasury shares - - - -495
Other adjustments 16 6 -1 48 Divideds paid - - -2,109 -1,622
Interest expenses and other financial expenses 646 1,285 1,367 2,623 Distribution of dividends to non-controlling interests 10 -539 -874 -1,270
Interest income -227 503 -1,291 -1,250 Transactions with non-controlling interests 161 143 -450 -437
Taxes -582 -471 67 551 Net cash flow from financing activities -2,398 -3,141 -8,638 -9,254
Changes in working capital:
Change in trade and other receivables 2,377 -714 4,199 -1,015 Change in liquid funds 2,863 126 -8,653 -7,173
Change in trade and other payables -471 263 -1,272 -1,792 Liquid funds at the beginning of the period 17,497 28,953 29,022 36,315
Interest paid -171 -370 -435 -869 Effect of changes in currency exchange rates -29 -57 -38 -119
Interest received 160 254 429 428 Liquid funds at the end of the period 20,331 29,022 20,331 29,022
Taxes paid 55 -681 -567 -1,686
Net cash flow from operating activities 5,900 4,188 10,751 7,489
Cash flow from investing activities
Acquisitions of businesses and subsidiaries, net of cash acquired - -303 -9,462 -4,172
Proceeds from the sale of tangible and intangible assets 8 22 18 24
Investments in tangible assets -119 -332 -324 -756
Investments in intangible assets -528 -307 -998 -523
Investments in and return of capital from an associated company - - - 19
Net cash flow from investing activities -639 -921 -5,409 -5,409

Consolidated cash flow statement

EUR 1,000 Share capital Reserve for invested
unrestricted equity
Tresury shares Translation
differences
Retained earnings Total shareholders' equity
Shareholders' equity on 1 January 2024 100 26,748 -461 -524 16,219 42,083
Comprehensive income
Profit for the period 3,449 3,449
Other comprehensive income (net of tax)
Translation differences -712 -712
Total comprehensive income for the period - - - -712 3,449 2,737
Transactions with owners
Distribution of dividends -2,109 -2,109
Share-based incentive scheme 189 189
Share subcriptions with share options 17 17
Distribution of dividends to non-controlling interests -874 -874
Transactions with non-controlling interests -450 -450
Total transactions with owners - 53 -461 - -3,115 -3,524
Shareholders' equity on 31 December 2024 100 26,765 -461 -1,236 16,424 41,592
Shareholders' equity on 1 January 2023 100 26,695 - -824 14,349 40,321
Comprehensive income
Profit for the period 4,986 4,986
Other comprehensive income (net of tax)
Translation differences 300 300
Total comprehensive income for the period - - - 300 4,986 5,285
Transactions with owners
Distribution of dividends -1,622 -1,622
Share-based incentive scheme 33 214 247
Share subcriptions with share options 53 53
Acquisition of treasury shares -495 -495
Distribution of dividends to non-controlling interests -1,270 -1,270
Transactions with non-controlling interests -437 -437
Total transactions with owners - 53 -461 - -3,115 -3,524
Shareholders' equity on 31 December 2023 100 26,748 -461 -524 16,219 42,083

Consolidated statement of changes in shareholders' equity

Notes to the full-year report

ACCOUNTING PRINCIPLES

The full-year report is prepared in accordance with IAS 34 (Interim Financial Reporting), applying the same accounting principles as in the financial statements. The figures presented have been rounded off from the exact figures. The fullyear report is unaudited.

The Group has one reportable segment, which provides its clients with information system development services. The single-segment presentation is based on Siili's current business model, product portfolio and corporate governance structure, as well as the nature of its operations. For this reason, the figures for the reported segment are equal to those for the Group.

BREAKDOWN OF REVENUE

Geographical breakdown of revenue

EUR 1,000 H2/2024 H2/2023 2024 2023
Sales in Finland 36,817 41,524 79,420 89,885
Sales to abroad 15,896 15,890 32,479 32,817
Total 52,713 57,414 111,899 122,702

Breakdown by revenue category

CHANGES IN GOODWILL AND INTANGIBLE AND TANGIBLE ASSETS

EUR 1,000 Goodwill Intangible
assets
Tangible
assets
Right-of-use
assets
Cost 1 Jan 2024 32,490 18,066 5,960 11,120
Translation differences -622 -407 -76 27
Additions - 922 324 2,145
Disposals - - -284 -4,874
Cost 31 Dec 2024 31,868 18,581 5,925 8,418
Acc. depreciation/amortisation and impairment 1 Jan 2024 - -9,662 -4,701 -6,901
Translation differences - 133 64 -11
Depreciation/amortisation and impairment for the period - -1,378 -720 -2,519
Acc. depreciation/amortisation on disposals - - 283 4,271
Acc. depreciation/amortisation and impairment 31 Dec 2024 - -10,907 -5,075 -5,159
Book value 1 Jan 2024 32,490 8,404 1,259 4,220
Book value 31 Dec 2024 31,868 7,673 850 3,260
Total 52,713 57,414 111,899 122,702 EUR 1,000 Goodwill Intangible
assets
Tangible
assets
Right-of-use
assets
Cost 1 Jan 2023 31,866 17,231 5,186 11,583
Breakdown by revenue category Translation differences 404 255 116 116
Additions through business combinations 220 60 - -
EUR 1,000 H2/2024 H2/2023 2024 2023 Additions - 519 756 3,913
Sales of work 45,212 50,187 96,396 107,021 Disposals - - -97 -4,492
Project deliveries 4,339 4,279 8,816 9,323 Cost 31 Dec 2023 32,490 18,066 5,960 11,120
Licence sales 573 713 1,573 1,740 Acc. depreciation/amortisation and impairment 1 Jan 2023 - -7,980 -3,955 -6,802
Maintenance and other services 2,588 2,235 5,114 4,619 Translation differences - -44 -77 -78
Total 52,713 57,414 111,899 122,702 Additions through business combinations - - - -
Depreciation/amortisation and impairment for the period - -1,636 -766 -2,796
Acc. depreciation/amortisation on disposals - - 97 2,776
Acc. depreciation/amortisation and impairment 31 Dec 2023 - -9,662 -4,701 -6,901
Book value 1 Jan 2023 31,866 9,251 1,231 4,781
Book value 31 Dec 2023 32,490 8,404 1,259 4,4220

NON-CURRENT FINANCIAL LIABILITIES AND OTHER INTEREST-BEARING LIABILITIES

EUR 1,000 31 Dec 2024 31 Dec 2023
Financial liabilities measured
at amortized cost
5,197 8,071
Contingent consideration
measured at fair value
5,600 10,177
Total 10,797 18,248

CURRENT FINANCIAL LIABILITIES AND OTHER INTEREST-BEARING LIABILITIES

EUR 1,000 31 Dec 2024 31 Dec 2023
Financial liabilities measured
at amortized cost
4,399 4,975
Contingent consideration
measured at fair value
4,086 9,481
Total 8,485 14,456

CONTINGENT CONSIDERATION LIABILITIES

In the financial year 2024, Siili acquired additional stakes in Supercharge Kft and Vala Group Oy. The considerations paid to minority interests for these additional stakes totalled EUR 9,422 thousand. Financial income due to fair value adjustment on contingent consideration liabilities under the acquisition agreements recognised in the period totalled EUR 761 (247) thousand, and measurement differences from discounting these liabilities totalled EUR 933 (1,376) thousand, recognised in interest expenses. At the end of the financial year, the Group had contingent consideration liabilities totalling EUR 9,686 (19,657) thousand, of which EUR 4,086 (9,481) thousand were short-term liabilities.

CHANGES IN CONTINGENT CONSIDERATIONS

EUR 1,000 Supercharge Kft. Vala Group Oy Haallas Finland Oy Talentree Oy Total
1 Jan 2024 12,495 7,122 - 40 19,657
Effect of the unwinding of discounting 925 8 - - 933
Contingent consideration according to the agreement - - - - -
Fair value change on the agreement -7 -755 - - -761
Paid contingent consideration for the acquisition - - - -40 -40
Payment to minority interest for additional stake -4,167 -5,255 - - -9,422
Exchange rate fluctuation impact on the contingent liability -681 - - - -681
31 Dec 2024 8,566 1,121 - 0 9,686
Of which at the end of the financial year:
Non-current 4,480 1,121 - - 5,600
Current 4,086 - - - 4,086
EUR 1,000 Supercharge Kft. Vala Group Oy Haallas Finland Oy Talentree Oy Total
1 Jan 2023 10,514 7,748 3,749 - 22,011
Effect of the unwinding of discounting 1,278 98 - - 1,376
Contingent consideration according to the agreement - - - 50 50
Fair value change on the agreement 210 368 -815 -10 -247
Paid contingent consideration for the acquisition - - -2,933 - 2,933
Payment to minority interest for additional stake - -1,093 - - -1,093
Exchange rate fluctuation impact on the contingent liability 493 - - - 493
31 Dec 2023 12,495 7,122 0 40 19,657
Of which at the end of the financial year:
Non-current 8,324 1,853 - - 10,177
Current 4,171 5,269 - 40 9,481

FAIR VALUE HIERARCHY LEVELS

During the review period, no instruments were transferred from one fair value hierarchy level to another.

Level 1

The fair values of the hierarchy level 1 are based on the quoted (unadjusted) prices of identical assets or liabilities in active markets.

Level 2

The fair values of the level 2 instruments are based, to a significant extent, on inputs other than quoted prices but still on information that is observable for the asset or liability in question, either directly or indirectly.

Level 3

The fair values of the level 3 instruments are based on inputs about the asset or liability that are not based on observable market information but instead, to a significant extent, on estimates by the management and their utilization in generally accepted valuation models.

RELATED PARTY TRANSACTIONS

  • There were no significant changes involving relationships or transactions with related parties during the review period. The salaries and fees paid to the company's Board of Directors and Management Team are published annually in connection with the financial statements.
  • Helsinki, 13 February 2025

Board of Directors, Siili Solutions Plc

FURTHER INFORMATION:

CEO Tomi Pienimäki tel. +358 40 834 1399

CFO Aleksi Kankainen tel. +358 40 534 2709

SIILI SOLUTIONS IN BRIEF:

Siili Solutions Plc is a unique combination of a digital agency and a technology powerhouse. We believe in human-centricity in everything we deliver. Siili is the go-to partner for clients seeking growth, efficiency and competitive advantage through digital transformation. Siili has offices in Finland, Germany, Poland, Hungary, Netherlands, United Kingdom, Austria and USA. Siili Solutions Plc shares are listed on Nasdaq Helsinki Ltd. Siili has grown profitably since it was founded in 2005. / www.siili.com

Fair value hierarchy

31 Dec 2024 31 Dec 2023
EUR 1,000 Book value Fair value Book value Fair value Fair value
hierarchy
Financial assets
Recognized at amortized cost
Non-current
Receivables 163 163 159 159 2
Current
Trade receivables 14,895 14,895 19,118 19,118 2
Other receivables 468 468 537 537 2
Liquid funds 20,331 20,331 29,022 29,022 2
Recognized at fair value through profit or loss
Current
Interest rate swap 22 22 78 78 2
Total financial assets 35,879 35,879 48,915 48,915
Financial liabilities
Measured at amortized cost
Non-current
Bank loans 1 3,717 3,717 6,230 6,230 2
Other interest-bearing liabilities 1 1,480 1,480 1,841 1,841 2
Current
Bank loans 1 2,514 2,514 2,513 2,513 2
Other interest-bearing liabilities 1 1,886 1,886 2,463 2,463 2
Trade and other payables 11,356 11,356 13,196 13,196 2
Financial liabilities at fair value through profit or loss
Non-current
Contingent consideration 1 5,600 5,600 10,177 10,177 3
Current
Contingent consideraion 1 4,086 4,086 9,481 9,481 3
Total financial liabilities 30,639 30,639 45,900 45,900

1Included in the statement of financial position item Financial liabilities.

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