Puuilo Plc
Report by the Board of Directors and Financial Statements
31 January 2023
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Table of contents
Report by the Board of Directors .......................................................................................................... 4
Key figures ......................................................................................................................................... 24
Financial Statements ......................................................................................................................... 28
Consolidated Statement of Comprehensive Income ........................................................................... 28
Consolidated Balance Sheet .............................................................................................................. 29
Consolidated Statement of Changes in Equity ................................................................................... 29
Consolidated Statement of Cash Flows ............................................................................................. 31
Notes to the Consolidated Financial Statements ................................................................................ 32
1 BASIS OF PREPARATION ............................................................................................................. 33
Note 1.1 Company information ....................................................................................................... 33
Note 1.2 Basis of preparation ......................................................................................................... 33
Note 1.3 Accounting estimates and judgements ............................................................................. 34
2 BUSINESS PERFORMANCE ......................................................................................................... 35
Note 2.1 Revenue .......................................................................................................................... 35
Note 2.2 Segment information ........................................................................................................ 36
Note 2.3 Expenses ......................................................................................................................... 36
Note 2.4 Income taxes .................................................................................................................... 40
3 WORKING CAPITAL....................................................................................................................... 43
Note 3.1 Inventories ....................................................................................................................... 43
Note 3.2 Trade and other receivables ............................................................................................. 43
Note 3.3 Trade and other payables ................................................................................................ 44
4 CAPITAL EMPLOYED .................................................................................................................... 46
Note 4.1 Goodwill ........................................................................................................................... 46
Note 4.2 Intangible assets .............................................................................................................. 47
Note 4.3 Property, plant and equipment ......................................................................................... 48
Note 4.4 Leases ............................................................................................................................. 50
Note 4.5 Provisions ........................................................................................................................ 53
5 CAPITAL STRUCTURE AND FINANCING ..................................................................................... 54
Note 5.1 Capital management and net debt ................................................................................... 54
Note 5.2 Equity ............................................................................................................................... 55
Note 5.3 Earnings per share ........................................................................................................... 56
Note 5.4 Financial risk management .............................................................................................. 56
Note 5.5 Financial assets and liabilities .......................................................................................... 59
Note 5.6 Finance income and costs ................................................................................................ 62
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Note 5.7 Contingent liabilities ......................................................................................................... 63
6 OTHER NOTES .............................................................................................................................. 64
Note 6.1 Related parties ................................................................................................................. 64
Note 6.2 Group structure and consolidation .................................................................................... 64
Note 6.3 Significant events after the end of the reporting period ..................................................... 65
Note 6.4 New accounting standards ............................................................................................... 65
Parent company Financial Statements ............................................................................................... 66
Parent company’s income statement ................................................................................................. 66
Parent company’s balance sheet ....................................................................................................... 67
Parent company’s cash flow statement .............................................................................................. 68
Notes to the parent company’s financial statements .......................................................................... 69
Accounting policies ......................................................................................................................... 69
Significant events in the financial period ......................................................................................... 69
Significant events after the end of the reporting period ................................................................... 70
Notes to the income statement ....................................................................................................... 71
Notes to the assets in balance sheet .............................................................................................. 71
Notes to the liabilities in balance sheet ........................................................................................... 72
Notes on auditors’ fees ................................................................................................................... 73
Notes on personnel ........................................................................................................................ 73
Holdings in other companies .......................................................................................................... 73
Signatures.......................................................................................................................................... 74
Auditor's report..................................................................................................................................... 75
Independent Auditor's Reasonable Assurance Report on Puuilo Plc's ESEF Financial Statements... 81
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Report by the Board of Directors
Puuilo’s business operations
Puuilo is a Finnish discount retail chain. The strongly growing chain had 37 stores in different parts of
Finland at the end of the financial period that ended on 31 January 2023. In addition, customers are
served through an online store. The product assortment includes building supplies, tools, HVAC and
electrical accessories, pet food and supplies, car accessories, groceries, household products, garden
supplies, free-time and other accessories as well as services. Puuilo is one of the leading discount
retailers in Finland and it serves both consumers and B2B customers in the repair and maintenance as
well as construction sector. The company is known for its affordable prices and extensive product
assortment. During the financial period, new stores were opened in Sastamala, Tornio and Lieto.
Company structure
Puuilo Group’s parent company is Puuilo Plc, which engages in the business operations of selling
management services to the other Group companies. The Group also includes Puuilo Invest II Ltd,
wholly owned by Puuilo Plc, and its wholly owned retail business company Puuilo Tavaratalot Ltd. There
were no changes in the Group structure in the 2022 financial period.
Outlook for the financial year 2023
Puuilo forecasts that net sales and adjusted operating profit (adjusted EBITA) for the financial year 2023
in euros will increase compared to the financial year 2022.
The forecast includes elements of uncertainty arising from the energy crisis, development of the COVID-
19 pandemic, the war in Ukraine, rising interest rates and inflation causing decline in purchasing power.
Puuilo’s long-term targets
There have been no changes in Puuilo’s long-term financial targets or growth expectations,
announced in connection with the listing.
Puuilo’s long-term targets for the financial years 2021–2025:
• Growth: Net sales above EUR 400 million by the end of financial year 2025 with annual organic
growth in excess of 10%.
• Profitability: Adjusted EBITA margin between 17–19% of net sales.
• Dividend policy: Puuilo aims to distribute at least 80% of the net income in dividends for each
financial year, depending on the company’s capital structure, financial position, general
economic and business conditions, and future prospects.
• Leverage: Net debt to adjusted EBITDA below 2.0x.
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Significant events
Performance matching share plan for key employees
On 20 April 2022 the Board of Directors of Puuilo Plc decided to launch a new share-based incentive
plan for the key employees of the company. The aim of the plan is to align the objectives of the
shareholders and the key employees in order to increase the value of the company in the long-term.
The Performance Matching Share Plan includes one performance period, spanning approximately
financial years 2022 – 2024. The performance criteria are the Total Shareholder Return of the Puuilo
share (TSR) and the Adjusted EBITA of the Puuilo Group. The target group of the plan consists of a
maximum of 75 persons, including the CEO, members of the Management Team, Store Managers and
other key personnel. Primarily, the rewards from the plan will be paid partly in the company’s shares
and partly in cash by the end of May 2025. The cash proportion is intended to cover taxes and tax-
related costs arising from the reward to the participant. The rewards to be paid on the basis of the plan
correspond to the value of an approximate maximum total of 315,000 Puuilo Plc shares, including the
proportion to be paid in cash. The final number of shares will depend on the participants’ personal share
acquisitions and the achievement of the targets set for the performance criteria.
Change of guidance
On 7 September 2022 Puuilo changed its guidance for the financial year 2022 with a stock exchange
release. According to the updated forecast net sales would increase. However, net sales growth was
forecasted to be below the long-term annual growth target for the current financial year (net sales annual
organic growth in excess of 10%). Puuilo forecasted adjusted EBITA to be EUR 40 – 50 million. Refined
outlook for adjusted EBITA given in connection with Q3/2022 business review was EUR 46-50 million.
With a stock exchange release on 25 May 2022 Puuilo forecasted adjusted EBITA to be EUR 35–45
million.
Repurchase of own shares
On 17 June 2022, Puuilo announced that the company’s Board of Directors had decided to use the
authorization given by the Annual General Meeting held on 17 May 2022 to repurchase the company’s
own shares.
The repurchases started on 22 June 2022 and ended on 30 June 2022. During this period, Puuilo
repurchased 315,000 shares for an average price of EUR 4.9020 per share, corresponding to
approximately 0.37% of the total number of the company’s shares, which is 84,776,953.
The repurchased shares are to be used for pay-outs under the share-based incentive plans of Puuilo
Plc. The shares were repurchased through public trading on Nasdaq Helsinki at the market price
prevailing at the time of repurchase.
Following the repurchases, the company holds a total of 315,000 shares.
Growth strategy
Puuilo’s objective is to continue strengthening its position as one of the leading discount retailers in
Finland by utilising its key strengths: maintaining an attractive and wide product assortment, low prices
and convenient shopping experience.
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In line with its growth strategy, the company aims to open approximately four new stores per year and
to continue to increase its like-for-like net sales by further increasing Puuilo’s brand awareness. The
company has an efficient and standardised store opening process, which enables the opening of several
stores each year without negatively affecting other operational activities. New stores are, on average,
profitable after the first full month of opening.
Puuilo aims to continue to develop its value proposition by continuing to provide wide product assortment
satisfying the needs of the customer base always with low prices. Puuilo also aims to continue investing
in the development and growth of its online store to offer its customers a possibility to shop diversely
both in the stores and the online store.
Store network development
During the financial year 2022 Puuilo opened new stores in Sastamala, Tornio and Lieto. Lielahti store
in Tampere was relocated in May 2022. In 2023, new stores will be opened in Vantaa Porttipuisto,
Kerava, Vihti’s Nummela and Vantaa Varisto. In addition, one more store will be opened in the Helsinki
metropolitan area. This store opening will be announced separately closer to the opening. According to
the definition by Puuilo, a store is considered new during the year of openings and the following financial
year. Relocated stores are considered like-for-like stores.
On 31 January 2023, Puuilo had a total of 37 stores (34 stores) across Finland. The current store
network is young, and more than half of the stores have been opened during the last five years. In recent
years, Puuilo has opened an average of 3 – 4 new stores a year.
Financial development
Seasonality
Puuilo’s business is, in part, seasonal in nature. As such, there are seasonal peaks in Puuilo’s net sales,
operating result and cash flows, although seasonal dependence is relatively low compared to the retail
sector in general. Historically, Puuilo’s most important seasons in terms of net sales have been the
second and third quarter of each financial year. Additionally, Puuilo’s net sales are partly impacted by
exceptional, harsh, or seasonally atypical weather.
Net sales, result and profitability
In financial year 2022, Puuilo's net sales increased by 9.7% (+13.2%) to EUR 296.4 million (270.1). Net
sales of Puuilo's stores were EUR 286.4 million (260.5) and net sales of the online store were EUR 10.0
million (9.6), which corresponded to 3.4% (3.6%) of net sales. Like-for-like store net sales increased by
5.5% (+2.6%). Online store net sales increased by 3.9% (+20.8%).
The development of net sales was positively impacted by the increase in net sales in the like-for-like
stores, new stores as well as the increase in online store net sales and it originated particularly from an
increase in the number of customers but also from an increase of the basket size.
Puuilo's gross profit was EUR 107.2 million (99,6) and the gross margin was 36.2% (36.9%). Gross
margin has remained at good level despite the rising purchase prices caused by inflation. We have
succeeded in passing the increased purchase prices and logistics costs on to the sales prices. In
addition, gross margin level was supported by a positive development in the share of private label
products in net sales, which increased to 20% (18%). Higher level of inventories particularly at the
beginning of the year have increased storage and transportation costs, which has impacted the gross
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margin. Puuilo has been able to improve the inventory turnover and thus the inventory levels have
lowered by EUR 2.3 million during the financial year despite three new stores.
Operating expenses were EUR 47.0 million (44.0), which corresponds to 15.9% of net sales (16.3%).
Adjusted operating expenses were EUR 46.4 million (41.2), or 15.7% of net sales (15.2%). The most
significant item in operating expenses was personnel expenses. Personnel expenses were EUR 29.0
million (26.4), which corresponds to 9.8% (9.8%) of net sales.
Operating expenses included EUR 0.6 million items affecting comparability related to tax audit. EUR 0.5
million of the expenses related to listing expenses and EUR 0.1 million to strategic projects. Operating
expenses for the comparison period included EUR 2.9 million items affecting comparability, which were
mainly related to listing expenses. Adjusted EBITA was negatively impacted by EUR 0.7 million
depreciation adjustment of cloud-based IT services resulting from the ifric interpretation.
Adjusted EBITA was EUR 48.8 million (48.4) and the adjusted EBITA margin was 16.5% (17.9%). EBITA
was EUR 48.2 million (45.6) and the EBITA margin was 16.2% (16.9%).
Operating profit was EUR 47.0 million (44.5), which corresponds to an EBIT margin of 15.9% (16.5%).
Net financial expenses were EUR -3.1 million (-4.5). Net financial expenses excluding the effect of IFRS
16 were EUR -1.7 million (-3.2).
Profit before taxes was EUR 43.9 million (39.9). Total income taxes were EUR 8.8 million (8.0). The net
result was EUR 35.1 million (31.9) and earnings per share were EUR 0.41 (0.38). Earnings per share
excluding the effect of listing expenses were EUR 0.42 (0.42).
Balance sheet, financing and cash flow
At the end of the financial year, Puuilo's inventories were EUR 89.9 million (92.2). As sea freight
availability and delivery times have returned to the pre-pandemic level, we have been able to start
preparations for the spring and summer season on a normal schedule, and there has not been a need
to order imported products earlier than usual. However, our aim is to further improve inventory turnover.
Operating free cash flow was EUR 52.7 million (10.8) and it was supported by a good operating profit
and a decrease in working capital.
At the end of the financial year, cash and cash equivalents were EUR 28.8 million (16.5) and the
company’s financial position is stable.
At the end of the financial year, Puuilo's interest-bearing liabilities totalled EUR 123.2 million (114.1), of
which non-current financial loans amounted to EUR 69.9 million (69.8). At the end of the period, the
Group did not have current financial loans (-). Other interest-bearing liabilities consisted of lease
liabilities reported in accordance with IFRS 16. At the end of the reporting period, the ratio of net debt
to adjusted EBITDA was 1.5 (1.7), which is in line with the long-term target.
Investments
Puuilo's investments were EUR 2.6 million (4.4). Investments were mainly related to the furnishing of
new stores and IT-system development. Comparison period investments were mainly related to a new
ERP system implemented in 2021 and to the furnishing of new stores.
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Personnel
The number of personnel converted into full-time employees (FTE) was 693 (663). The average number
of personnel was 806 (788). Personnel expenses were EUR 29.0 million (26.4).
Shares and shareholders
Share information and share trading
Puuilo Plc has one class of shares. Each share carries one vote at the company's Annual General
Meeting. The shares have no nominal value. Puuilo Plc's share capital was EUR 80,000 at the end of
the reporting period and the company had 84,776,953 shares.
On the last trading day of the reporting period, 31 January 2023, the closing price of the share was EUR
6.32. The share turnover during the reporting period was EUR 221 million and 38,813,822 shares. The
highest intra-day share price during the reporting period was EUR 8.08 and the lowest intra-day price
was EUR 4.35. At the end of the reporting period, the market value of the shares was EUR 534 million.
The company held 315,000 treasury shares at the end of the reporting period.
Further information on Puuilo's shares and shareholders is available on the investor website at
https://www.investors.puuilo.fi/en/share-information and on the management’s holdings at
https://www.investors.puuilo.fi/en/corporate-governance/management-team.
Shareholders
At the end of the financial year, Puuilo had 36,932 registered shareholders. Through a flagging
notification, Puuilo was in January 2022 informed that Adelis Holding I AB, through Puuilo Invest Holding
AB, has decreased its holding to 24.56% of Puuilo. After the end of the reporting period, on 15 February
2023, the company received a flagging notification that, Adelis Holding I AB’s indirect holdings in shares
fell below the flagging threshold of 20% and was 18.66% after the transaction.
Puuilo has through a flagging notification in August 2022 from The Capital Group Companies, Inc, been
informed that the company’s indirect holdings are 10.03% of Puuilo’s shares.
Major shareholders on 31 January 2023
Number of shares
% of shares
1. Tuomaala Markku Kalevi
4,884,238
5.76%
2. Sijoitusrahasto Danske Invest Suomi Osake
1,670,882
1.97%
3. Sijoitusrahasto Evli Suomi Pienyhtiöt
1,463,346
1.73%
4. Keskinäinen Eläkevakuutusyhtiö Ilmarinen
1,439,000
1.70%
5. Tuomaala Päivi Maria
1,332,521
1.57%
6. Keskinäinen Työeläkevakuutusyhtiö Elo
1,128,000
1.33%
7. Tuomaala Heikki Tapani
950,000
1.12%
8. Säästöpankki Kotimaa -sijoitusrahasto
900,000
1.06%
9. Conficap Oy
888,342
1.05%
10. Tuomaala Henri Aleksi
870,734
1.03%
10 largest total
15,527,063
18.32%
100 largest total
26,907,729
31.74%
Nominee registered total
43,652,626
51.49%
Total
84,776,953
100.00%
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Ownership structure on 31 January 2023
Number of shares
% of shares
Public sector
3,494,004
4.12%
Financial and insurance corporations
47,652,212
56.21%
Households
24,588,807
29.00%
Non-financial corporations
5,735,308
6.77%
Non-profit institutions
580,479
0.69%
Rest of the world
2,726,143
3.22%
Total
84,776,953
100.00%
Nominee registered
43,652,626
51.49%
Breakdown by size of holding on 31 January 2023
Number of shares
Number of shareholders
% of shareholders
Number of shares
% of shares
1-100
16,047
43.45%
876,478
1.03%
101-500
14,665
39.71%
3,566,897
4.21%
501-1000
3,452
9.35%
2,618,361
3.09%
1001-5000
2,407
6.52%
4,882,076
5.76%
5001-10000
195
0.53%
1,388,981
1.64%
10001-50000
105
0.28%
2,135,884
2.52%
50001-100000
19
0.05%
1,423,246
1.68%
100001-500000
26
0.07%
6,775,934
7.99%
500001-
16
0.04%
61,109,096
72.08%
Total
36,932
100.00%
84,776,953
100.00%
Management shareholding
On 31 January 2023, Puuilo Plc’s Board members and the CEO owned a total of 6,192,866 Puuilo Plc’s
shares, which corresponds to 7.30% of the company’s shares and votes.
On 31 January 2023, the CEO had 297,712 Puuilo Plc’s shares, which corresponded to 0.35% of the
company’s shares and votes. On 31 January 2023, Puuilo Plc’s management team incl. CEO owned
768,126 Puuilo Plc’s shares, which corresponded to 0.91% of the company’s shares and votes.
Flagging notifications
During the financial year, Puuilo received the following shareholder flagging notifications in
accordance with the Finnish Securities Markets Act:
The Capital Group Companies, Inc.'s indirect holding in Puuilo's shares exceeded the 10% flagging
threshold on 29 August 2022 and was 10.03%.
Further information on Puuilo's shares and shareholders is available on the investor website at
https://www.investors.puuilo.fi/en/share-information and on the management’s holdings at
https://www.investors.puuilo.fi/en/corporate-governance/management-team.
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Risks and business uncertainties
Puuilo Group's risk management is based on the risk management policy approved by the Board of
Directors. The purpose of the risk management policy is to define the framework, processes,
governance and responsibilities of risk management in Puuilo.
The primary objective of risk management in Puuilo is to support the company’s strategy execution,
continuity of operations and realization of business objectives by anticipating any risks involved in the
company’s operations and managing them in a proactive manner. Enterprise risk management
emphasizes the role of corporate culture and is an integrated part of Puuilo’s operations, planning and
decision-making.
The Board of Directors is responsible for monitoring and ensuring that the Puuilo’s risk management
process functions are comprehensive. The Board defines the risk appetite and tolerance, according to
the current conditions. The Board of Directors is also responsible for approving enterprise risk
management related company policies. Puuilo’s operative management is responsible for achieving the
set objectives and controlling, managing, and mitigating risks that threaten them. The operative
management is also responsible for the risk management work, and for ensuring the performance of
the risk management process and the availability of sufficient resources.
Risks are assessed regularly and managed comprehensively. The Group's risk map and the most
significant risks and uncertainties are regularly reported to Puuilo's Board of Directors, whereas the most
significant risks and uncertainties are reported to the market in the report of the Board of Directors and
significant changes within them are reported in the business reviews and half-year reports.
Most significant risks and uncertainties in Puuilo
Geopolitical risks
Although Puuilo's business is not exposed to direct risks related to Russia or Ukraine, Russia's military
actions have caused significant uncertainty in Europe. The situation may have an impact on consumer
behaviour and purchasing power and thus on Puuilo’s business. In addition, sanctions related to Russia
may indirectly affect global supply chains. A radical change in China's superpower policy might lead to
significant changes in the supplier environment.
The geopolitical situation and its indirect market effects increase customers’ price awareness. Puuilo
strives to influence consumer behaviour by maintaining a wide range of products, maintaining a
favourable price image and making careful pricing decisions. The risk related to China can be mitigated
by monitoring the situation and by increasing the number of procurement countries.
Changes in customer preferences
Changes in consumer behaviour may occur or purchasing power may change due to inflation or rising
energy prices or interest rates.
Puuilo strives to influence consumer behaviour through advertising, as well as to maintain a favourable
price image and careful pricing decisions.
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Disruptions in supply chains
Disruptions in the company's warehousing and logistics chain of suppliers or its own stores as well as
possible strikes in the logistics sector may have an adverse effect on Puuilo's business, financial position,
profit, and cash flows.
Puuilo manages the risk by decentralizing the supply chain and maintaining inventory levels in stores
and central warehouses at an adequate level.
The activities of competitors and the entry of new competitors
The Finnish retail market is competitive, so the actions of competitors and the entry of new competitors
may affect Puuilo's position in the market.
It is possible to react to the various actions of competitors through marketing, pricing, and assortment
management, as well as through a rapid expansion of our store network. In addition, risk is managed
by actively monitoring competitors and evaluating their actions.
Inefficient inventory management
Inefficient inventory management may result in loss or loss of income. If Puuilo is unable to manage its
inventory in line with the customer demand, excessive inventory levels may increase logistic costs.
Insufficient number of seasonal products, in turn, would lead to a loss of net sales and a negative
customer experience.
Puuilo manages the risk related to inventory management by actively updating its product range and
monitoring inventory turnover as well as by centralizing warehouse operations and ensuring sufficient
capacity in a timely manner.
Permanence and availability of personnel
Failure to recruit or retain employees may adversely affect Puuilo.
The company manages the risk by striving to improve the employer image, by paying attention to the
quality of supervisory work, through incentive programs, and by offering meaningful tasks. In addition,
recruitment processes are carried out carefully and suitability assessments are used.
IT risks
The incompetence of the personnel in protecting and processing data may cause data to fall into the
wrong hands or to data breach from outside the company.
The risk is managed by instructing and training personnel on a regular basis.
The company's IT systems may be subject to data breaches and business secrets, or personal data is
stolen or modified for own benefit or to harm the company.
Information security related risks can be managed by developing IT security policies and written
documentation and guidelines as well as by an annual security plan. In addition, the risk can be mitigated
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by identifying vulnerabilities and building active control of the components at the interface and
monitoring of vulnerabilities.
Disruptions in the company's IT systems, including cutting off international data connections for terrorist
purposes, may have a significant impact on the company's business. Disruptions can affect the
management of flow of goods, orders, customer data, inventories, distribution, and product
replenishment, as well as the management of business, insider, and personnel information. In addition,
disruptions in company’s IT systems may affect the other management related issues and efficient
management of financial information.
The effects of the potential disruptions in IT systems may be limited by documenting a disruption
management plan for critical processes. In addition, the company has an IT services continuity plan and
recovery plans for critical services. These plans have been documented together with suppliers.
Global pandemic
Global pandemic such as Covid-19 may have a significant adverse effect on Puuilo’s business, including
disruptions in supply chains and reduced opportunities for customers to do business in the company's
stores across the country. Restrictions on tourism may also increase demand in Puuilo's stores and for
Puuilo’s product range.
Puuilo manages the pandemic risk with an extensive store network that protects the company in
situations where closure restrictions are not applied to the entire country. Growing the store network
further supports this. In addition, the risk associated with the pandemic is managed by developing the
online store and its delivery options, further expanding the supplier network and increasing the number
of countries of origin.
Failures to find new locations or in new store openings
It is Puuilo’s principle to operate in leased premises instead of owning the store premises. Puuilo may
face challenges in opening new or relocating stores as well as finding new store lease properties.
Puuilo manages these risks by carefully assessing of the potential of new locations and by actively
searching new store sites.
Puuilo brand and marketing risks
Puuilo's ability to attract customers depends significantly on the strength of its brand, and Puuilo may
not be able to maintain or improve its brand image. Puuilo's advertising and marketing measures may
not generate enough awareness among customers and increase the number of customers. Media
inflation and other changes in the marketing supply chain, as well as rising costs, may have a negative
impact on marketing and lower its effectiveness.
Puuilo brand image can be maintained and improved by carrying out consumer and customer surveys,
testing concepts in control groups, developing the customer experience and measuring advertising. In
addition, the brand can be strengthened by increasingly effective marketing, as well as by marketing
tool development.
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Foreign exchange risk
Changes in exchange rates may have a significant impact on Puuilo's business, financial position,
business results and cash flows.
Puuilo manages currency risks by monitoring the development of exchange rates and regularly
assessing the need for currency hedging.
Interest rate risk
Puuilo’s loans from financial institutions have variable interest rates, which exposes the company to
interest rate risk.
Puuilo manages the risk by monitoring interest rate development. If necessary, the interest rates can be
hedged, or additional loan amortisations can be made.
The general principles of Puuilo's risk management are also described on the investor website at
https://www.investors.puuilo.fi/en/corporate-governance/risk-management-and-internal-controls.
Decisions by the Annual General Meeting and the Board of Director’s organisation meeting
Puuilo Plc’s Annual General Meeting was held on 17 May 2022 in Helsinki, Finland. Due to the COVID-
19 pandemic and the uncertainty connected to arranging a physical meeting, the meeting was held
under exceptional meeting procedures based on the legislative act concerning temporary deviations
from the Finnish Companies Act and shareholders and their proxy representatives could not be present
at the meeting venue. Shareholders and their proxy representatives could, however, participate in the
meeting and exercise shareholder rights through voting in advance as well as by making
counterproposals and presenting questions in advance. A total of 116 shareholders representing
57,358,913 shares and votes were represented at the meeting.
The Annual General Meeting adopted the Company's annual accounts and the consolidated financial
statements for the financial year 1 February 2021 – 31 January 2022, discharged the persons who have
acted as members of the Company’s Board of Directors and as CEO from liability and approved all
proposals made to the Annual General Meeting by the Board of Directors. The Annual General Meeting
also approved the Remuneration Policy for the Company’s Governing Bodies presented to it.
Dividend
The Annual General Meeting resolved that an aggregate dividend of EUR 0.30 per share be paid based
on the balance sheet adopted for the financial year ended on 31 January 2022. The dividend will be
paid in two instalments. The first dividend instalment, EUR 0.15 per share, will be paid to shareholders
registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd on the record
date for the first dividend instalment 24 May 2022. The payment date for the first dividend instalment
will be on 31 May 2022. The second dividend instalment, EUR 0.15 per share, will be paid to
shareholders registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd
on the record date for the second dividend instalment 20 October 2022. The payment date for the
second dividend instalment will be on 27 October 2022.
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In addition, the Annual General Meeting authorized the Board of Directors to decide, if necessary, on a
new record date and a new payment date for the second dividend instalment if regulations applicable to
the Finnish book-entry system change or otherwise so require.
Composition of the Board of Directors
The number of members of the Board of Directors was confirmed to as six (6). Timo Mänty, Tomas
Franzén, Rasmus Molander, Mammu Kaario and Markku Tuomaala were re-elected, and Bent Holm
was elected as a new member of the Board of Directors for a term ending at the end of the next Annual
General Meeting.
The Annual General Meeting re-elected Timo Mänty as the Chairman of the Board of Directors.
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved that the annual remuneration to the members of the Board of
Directors will be paid as follows: to the Chairman of the Board of Directors EUR 60,000 and to the other
members EUR 30,000 each. In addition, the Annual General Meeting resolved that the annual
remuneration to the members of the Audit Committee will be paid as follows: to the Chairman of the
Audit Committee EUR 5,000 and to the other members of the Audit Committee EUR 2,500.
Auditor
PricewaterhouseCoopers Oy, a firm of authorized public accountants, was re-elected as auditor of the
Company for the financial year 1 February 2022 – 31 January 2023. Enel Sintonen, APA, acted as the
auditor with principal responsibility until September 2022. Since September 2022, Mikko Nieminen, APA,
has acted as a principal responsibility.
The auditor’s remuneration is paid against an invoice approved by the Company.
Authorization for the Board of Directors to resolve on the repurchase and/or on the acceptance
as pledge of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase and/or on
the acceptance as pledge of an aggregate maximum of 8,477,695 Company's own shares provided,
however, that the number of shares held by the Company at any time does not exceed 10 per cent of
the total number of shares in the Company. Own shares can be repurchased only using the unrestricted
equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at
a price determined by the markets. The Board of Directors decides on all other matters related to the
repurchase and/or on the acceptance as pledge of own shares. Own shares can be repurchased using,
inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings
of the shareholders (directed repurchase). The authorization cancels the authorization granted on 1
June 2021 to decide on the repurchase of the Company’s own shares. The authorization is effective
until the beginning of the next Annual General Meeting, however, no longer than until 31 July 2023.
15
Authorization for the Board of Directors to decide on the issuance of shares as well as the
issuance of special rights entitling to shares
The Annual General Meeting decided to authorize the Board of Directors to resolve on the issuance of
shares and the issuance of special rights entitling to shares. The aggregate number of new shares to
be issued may not exceed 8,477,695 shares, which corresponds to approximately 10 per cent of all of
the shares in the Company. The Board of Directors decides on all other conditions of the issuance of
shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to
shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The
authorization cancels the authorization granted on 1 June 2021 to decide on the repurchase of the
Company’s own shares. The authorization is effective until the beginning of the next Annual General
Meeting, however, no longer than until 31 July 2023.
Establishment of the Shareholders' Nomination Board
The Annual General Meeting decided to establish a Shareholders' Nomination Board to prepare
proposals for the election and remuneration of the members of the Board of Directors and the
remuneration of the members of the Board Committees for the next Annual General Meetings and for
any Extraordinary General Meetings. In addition, the General Meeting approved the charter of the
Shareholders' Nomination Board.
According to the decision of the General Meeting, the Shareholders' Nomination Board will be composed
of representatives appointed by the three largest shareholders of the Company. The Chairman of the
Board of Directors acts as a person with expertise in the Shareholders' Nomination Board. The
Chairman of the Board of Directors does not participate in the decision-making of the Shareholders'
Nomination Board.
The three shareholders with the largest number of votes for all shares of the Company on the 1st
business day of October of the calendar year preceding the Annual General Meeting have the right to
nominate the members representing the shareholders. The nomination right is determined in
accordance with the shareholder register maintained by Euroclear Finland Ltd. If a shareholder presents
a written request to the Chairman of the Board of Directors by last business day of September of the
year preceding the Annual General Meeting, into the holdings of the shareholder shall be calculated
also holdings of a person equivalent to the shareholder that need to be taken into account when
evaluating the requirement to flag changes in the holdings under the Finnish Securities Markets Act.
The Chairman of the Board of Directors shall request the three largest shareholders to appoint one
member each to the Shareholders' Nomination Board in accordance with the above described right of
appointment. If a shareholder does not wish to exercise the right of appointment, the right is transferred
to the next largest shareholder who would not otherwise have the right of appointment.
The Shareholders' Nomination Board is established until further notice until the General Meeting decides
otherwise. The term of office of the members of the Shareholders' Nomination Board expires each year
when a new Shareholders' Nomination Board is appointed. The members of the Shareholders'
Nomination Board shall not be entitled to any remuneration on the basis of their membership in the
Nomination Board. The members’ travel expenses shall be reimbursed in accordance with the
Company’s travel policy. When necessary, the Shareholders' Nomination Board may in order to carry
out its duties use external experts at a cost approved by the Company.
Antti Ihamuotila, attorney-at-law, chaired the meeting.
16
The minutes of the Annual General Meeting are available on the Puuilo investor website at
https://www.investors.puuilo.fi/en/corporate-governance/general-meeting.
Decisions by the Board of Director’s organisation meeting
No changes were made to the composition of the Company's Audit Committee. The Audit Committee
consists of Mammu Kaario (Chairman), Rasmus Molander ja Markku Tuomaala.
Proposal for profit distribution
The Board of Directors of Puuilo Plc proposes for the Annual General Meeting to be held on 16 May
2023 that a dividend of EUR 0.34 per share be paid for the financial year 1 February 2022 – 31 January
2023 based on the adopted balance sheet on shares held outside the company. The remaining
distributable assets will remain in equity. The Board of Directors proposes that the dividend be paid in
two instalments.
The first instalment, EUR 0.17 per share, will be paid to shareholders registered in the company’s
register of shareholders kept by Euroclear Finland Ltd on the instalment’s record date 23 May 2023.
The board proposes that the first dividend instalment payment date be 30 May 2023.
The second instalment, EUR 0.17 per share, will be paid to shareholders registered in the company’s
register of shareholders kept by Euroclear Finland Ltd on the instalment’s record date 19 October 2023.
The board proposes that the second instalment payment date be 26 October 2023. The Board proposes
it be authorised to decide, if necessary, on new dividend payment record dates and pay dates for the
second instalment, if the rules and statutes of the Finnish book-entry system change or otherwise so
require.
As at the date of the proposal for the distribution of profit, 29 March 2023, a total of 84,461,953 shares
were held outside the company, and the corresponding total amount of dividends was EUR
28,717,064.02.
The distributable assets of Puuilo Plc total EUR 102,738,190.57 of which profit for the financial year is
EUR 41,297,199.63. The proposed dividend corresponds to approximately 82% of Puuilo Group’s net
income for the financial year.
Annual General Meeting
Puuilo’s Annual General Meeting will be held on 16 May 2023.
Significant events after the end of the reporting period
Flagging Notification
On 15 February 2023 Puuilo received a notification in accordance with Chapter 9, Section 6 and 7 of
the Finnish Securities Markets Act. According to the notification, Adelis Holding I AB’s indirect holdings
in shares fell below the flagging threshold of 20% and was 18.66% after the transaction.
17
Proposal of the Shareholders’ Nomination Board
The shareholders’ Nomination Board of Puuilo Plc proposes that current members of the Board of
Directors Bent Holm, Mammu Kaario, Rasmus Molander and Markku Tuomaala will be re-elected. The
Nomination Board also proposes that Lasse Aho and Tuomas Piirtola will be elected as new members
to the Board of Directors. Current members of the Board of Directors Tomas Franzén and Timo Mänty
have notified that they are no longer available to be elected as members of the Board of Directors. The
Nomination Board proposes to the Annual General Meeting that Lasse Aho will be elected as a
Chairman of the Board of Directors.
The Nomination Board proposes that the remunerations of the members of the Board of Directors fees
are same as the current remuneration fees.
Statement of non-financial information
Puuilo’s operating model
Puuilo operates in the Finnish discount store market, which is part of the total retail market in Finland.
The discount store market trends in Finland and other Nordic countries include an increase in the price-
awareness.
Our successful store concept has enabled Puuilo to become one of the leading players on the Finnish
discount store market. Measured by net sales, Puuilo is one of Finland’s largest store chains focusing
on consumer goods.
Puuilo’s main product categories are building supplies, tools, HVAC and electrical accessories, pet food
and supplies, car accessories, groceries, household products, garden supplies, free-time and other
accessories as well as services.
Sustainability principles and material perspectives
Puuilo is committed to developing its operating instructions and practices concerning social
responsibility. Operating in a sustainable and responsible manner is a key aspect of Puuilo’s operations,
overall quality of what the company does, and its value base. The company recognises corporate
responsibility as a theme the promotion of which throughout the value chain is an obligation, but which
also brings value to the business operations as a whole. This requires precise and goal-oriented
measures on all levels of the company.
In 2021, Puuilo started to create structures for more systematic sustainability work, including goals and
metrics. For this purpose, a materiality analysis was carried out with the representatives of our key
stakeholders, and this analysis was used as a basis for the further measures. In the financial year 2022,
we have updated the emphases of our sustainability topics and continued our responsibility work
towards achieving the objectives. With regard to sustainability work, the following have been identified
as our most significant stakeholders: customers, personnel, shareholders, the authorities, financers,
and the media. The measures aim to serve the stakeholders with the best possible quality, while taking
the sustainability perspectives into consideration. The material sustainability themes were categorised
into three focus areas: ‘A responsible retailer’, ‘A good place to work’ and ‘More sustainable
consumption’. A responsible retailer covers the activities of Puuilo’s personnel and the operations of the
supply chain. A good place to work means competent and motivated personnel and a workplace where
the employees enjoy working and to which they can commit. More sustainable consumption means
tangible savings and streamlining measures with regard to the environment.
18
Sustainability management and responsibility
In Puuilo, the members of the management team are in charge of sustainability work. The CEO is in
charge of the financial, environmental and social responsibility overall, the Chief Purchasing Officer is
responsible for the supply chain (product responsibility and logistics), and the Chief Human Resources
is in charge of social responsibility with regard to personnel. The management team conducts regular
sustainability reviews in accordance with the annual planning cycle, to verify the progress of plans and
measures as well as the timeliness of the materiality analysis.
Key commitments and policies
Puuilo requires that its suppliers and partners are committed to promoting sustainability. Puuilo is
committed to the ethical operating principles of Amfori BSCI and thus complies with the principles of the
UN Global Compact, as well as the OECD Guidelines for Multinational Enterprises. In addition to
compliance with laws and statutes, Puuilo requires that its suppliers and partners adopt the same or
equivalent approach and encourages them to proactively develop sustainable production and a
sustainable product assortment. In addition, Puuilo has a Supplier Code of Conduct, which is included
in cooperation agreements. The guidelines include the basic principles and expectations regarding the
suppliers.
Social impacts and respect for human rights
The foundation for Puuilo’s sustainability work is laid by the national and international laws and statutes
concerning business activities as well as employer obligations and commitments. The company is
committed to compliance with the aforementioned while also striving to increase the number of voluntary
commitments and sustainability measures and to develop the verification of sustainability in supply
chains. The company pays special attention to the selection of suppliers and has joined the Amfori
Business Social Compliance Initiative (BSCI) as a concrete measure. The objective of the measure is
to promote social responsibility in the international supply chain. The BSCI’s system is based on
international treaties, such as the human rights principles of the ILO, UN and OECD. The BSCI has a
diverse impact on the development of responsible working conditions in supply chains by means of
information, training, advocacy and audits. Approximately 44% of the foreign suppliers used in 2022,
are committed to BCSI or equivalent principles. Purchases from these suppliers accounted for
approximately 70% of Puuilo’s foreign purchases. Puuilo’s objective is that by the end of the financial
year 2025, 80% of the suppliers of its private labels will have been BSCI-audited.
In addition, Puuilo has a Supplier Code of Conduct, which is included in cooperation agreements. The
company continues to include the Code of Conduct as part of agreements that are renewed, and the
Code will be attached to all new agreements. At the end of the reporting period, 82% of Puuilo’s active
suppliers, whose annual purchases exceed EUR 100 thousand, were covered by the commitment.
Puuilo’s objective is that the commitment will be part of the agreement in 80 per cent of the agreements
by the end of the financial year 2025. An agreement template including Supplier Code of Conduct has
also been prepared for foreign suppliers.
Personnel and occupational safety
The number of personnel continues to grow as a result of the expansion of the chain and in the financial
year 2022, Puuilo opened three new stores. At the end of the financial year 2022, the number of
personnel converted into full-time employees (FTE) was 693 (663). Puuilo supports its personnel in
19
learning and career advancement, provides safe working conditions and fair employment terms and
conditions and treats everyone equally. The company promotes personnel retention. Almost 80% of
Puuilo’s employment relationships are permanent and full-time, and the company aims to maintain this
level in future as well. Puuilo works systematically to ensure personnel well-being and conducts an
annual personnel satisfaction survey to measure its performance. Puuilo pays all employees salaries at
least in accordance with the collective labour agreement, the employees have the right to belong to a
union, and employee representatives have been elected per each personnel group.
Employees are provided with occupational health services with medical care coverage. A functioning
model of cooperation is in place with the occupational health service: shared objectives and monitoring
their realisation are used to prevent risks.
All Puuilo employees take the annual occupational safety training, which is also incorporated in the
orientation of new employees. Puuilo closely monitors the realisation of occupational safety through the
occupational safety committee, which supports the supervisors by actively promoting matters
concerning safety in the daily activities. We measure accident frequency in a systematic manner.
Personnel reports hazardous situations and near miss situations through an internal reporting system,
and the relevant supervisor reviews the reported cases. The occupational safety committee monitors
the number of reports and the measures taken. The system also provides information on the
assessments of hazards and risks and includes an action plan for occupational safety and health.
Puuilo has an equality, non-discrimination and personnel development plan that sets framework to our
work. Puuilo’s objective is to be a successful company whose employees have equal opportunities to
perform well and develop in their jobs. The goal is to be a work community where employees treat each
other equally and do not discriminate. The company has operating models in place for addressing
bullying, harassment and unprofessional treatment. Discrimination on the basis of a person’s gender,
age, origin, nationality, language, religion, belief, opinion, political activity, union activity, family
relationships, health, disability, sexual orientation or other personal characteristic is not permitted.
Environmental perspectives
Puuilo wants to operate in a resource-wise manner and ensure that the environment is clean and life-
sustaining in the future as well. The company pays special attention to the recycling rate in waste
generation as well as the monitoring and management of its carbon footprint. Puuilo succeeded in
reducing the amount of mixed waste by increasing the sorting of plastic and the energy waste. The
measurement of waste generation enables store managers to monitor waste generation on the level of
a specific store and the entire chain. Personnel received training in more effective sorting, and waste
management equipment was renewed and increased.
Puuilo’s waste management operations are carbon neutral. The carbon dioxide emissions generated
were compensated by planting forests and thus creating permanent carbon sinks. Puuilo also strived to
improve the reuse of the waste it generates. In the financial year 2022, the waste generation totalled
1,156 tonnes (1,213 tonnes) and the recycling rate was 69% (68%). The goal is to increase the recycling
rate to at least 73% by the end of 2025 and to annually slow down the increase in the total amount of
waste and in the carbon footprint.
The electricity we purchase ourselves comes 100% from renewable sources of energy. We take the
responsibility for the electricity procurement whenever it is possible in order to be able to measure and
to promote sustainable energy consumption. In the financial year 2022, the comparable electricity
consumption decreased by 81,653 kWh (64,385 kWh), or approximately by 2% compared to previous
year (-2% in FY2021). Reductions in electricity consumption have been achieved by replacing the
20
lighting in old stores and by optimising the consumption of energy. More than half of Puuilo’s stores are
no more than five years old, which is why their building engineering solutions are by default modern and
energy efficient.
Puuilo aims to decrease the greenhouse gas emissions in comparable terms of the transport it has
control over by working in close cooperation with its main logistics partners. We monitor emissions, and
in the financial year 2022, the measurable greenhouse gas emissions generated in transport were 1,639
tonnes (3,217 tonnes). We cooperate with a well-known international operator in transport. In 2023, we
will continue to assess the climate impacts of transport and develop measurability together with our
logistics partner.
Prevention of corruption and bribery
Puuilo has zero tolerance for any kind of corruption and bribery. Puuilo is committed to combating
corruption and operating ethically and requires the same from its partners. Anti-corruption activities are
also included in the Supplier Code of Conduct. Puuilo bears its responsibility by investigating each
situation and taking corrective measures in cooperation with the other members of the chain. An internal
code of conduct was prepared during the financial year 2022.
A whistleblowing channel, open to everyone, is available on Puuilo’s website. Anyone can use the
channel to anonymously report a violation of Supplier Code of Conduct, such as corruption or other
unethical behaviour, or suspicions thereof to Puuilo’s management. A team established by the
management will review the reports, take corrective measures and communicate their decision to the
person who reported the issue. In the financial year 2022, there were no reported cases of discrimination
or suspected misconduct.
21
EU taxonomy
The purpose of the EU classification system for sustainable financing, the taxonomy, is to help
companies and investors to assess whether economic activities can be considered environmentally
sustainable. The taxonomy defines a set of criteria for business operations which can be used to assess
the extent to which a company’s operations support the achievement of environmental and climate
objectives.
Puuilo’s business operations consist of retail activities to private consumers and B2B customers. The
sales of goods are not included in the taxonomy, and it does not generate taxonomy-eligible turnover.
The share of revenue from products or services associated with Taxonomy-aligned economic activities
in 2022:
Taxonomy-
aligned
share of
net sales
Economic activities
Code(s)
Net sales
Share of net sales
Climate change mitigation
Climate change adaption
Water and marine resources
Circular economy
Biodiversity and ecosystems
Climate change mitigation
Climate change adaption
Water and marine resources
Circular economy
Biodiversity and ecosystems
Minimum safeguards
2022
2021
Category
EUR
million
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E/T
TAXONOMY-ELIGIBLE ACTIVIES
Taxonomy-aligned activities
Net sales of taxonomy-aligned
activities
Taxonomy-non-aligned activities
Net sales of Taxonomy-non-
aligned activities
Total Taxonomy-eligible activities
TAXONOMY-NON-ELIGIBLE
ACTIVITIES
Net sales of Taxonomy-non-eligible
activities
296.4
100%
Total Taxonomy-eligible and non-
eligible net sales
296.4
100%
22
The share of CapEx from products or services associated with Taxonomy-aligned economic activities
in 2022:
Substantial contribution
criteria
DNSH criteria
Taxonomy-
aligned
share of
CapEx
Economic activities
Code(s)
CapEx
Share of CapEx
Climate change mitigation
Climate change adaption
Water and marine resources
Circular economy
Biodiversity and ecosystems
Climate change mitigation
Climate change adaption
Water and marine resources
Circular economy
Biodiversity and ecosystems
Minimum safeguards
2022
2021
Category
EUR
million
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E/T
TAXONOMY-ELIGIBLE ACTIVIES
Taxonomy-aligned activities
CapEx of taxonomy-aligned
activities
Taxonomy-non-aligned activities
CapEx of Taxonomy-non-aligned
activities
Total Taxonomy-eligible activities
TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of Taxonomy-non-eligible
activities
12.2
100%
Total Taxonomy-eligible and non-
eligible CapEx
12.2
100%
CapEx includes increases in intangible assets, PPE and right-of-use Assets (leases).
23
The share of OpEx from products or services associated with Taxonomy-aligned economic activities
in 2022:
Substantial contribution
criteria
DNSH criteria
Taxonomy-
aligned
share of
OpEx
Economic activities
Code(s)
OpEx
Share of OpEx
Climate change mitigation
Climate change adaption
Water and marine resources
Circular economy
Biodiversity and ecosystems
Climate change mitigation
Climate change adaption
Water and marine resources
Circular economy
Biodiversity and ecosystems
Minimum safeguards
2022
2021
Category
EUR
million
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E/T
TAXONOMY-ELIGIBLE ACTIVIES
Taxonomy-aligned activities
OpEx of taxonomy-aligned activities
Taxonomy-non-aligned activities
OpEx of Taxonomy-non-aligned
activities
Total Taxonomy-eligible activities
TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of Taxonomy-non-eligible activities
3.4
100
%
Total Taxonomy-eligible and non-
eligible OpEx
3.4
100
%
24
Key figures
EUR million
1 Feb 2022 -
31 Jan 2023
1 Feb 2021 -
31 Jan 2022
1 Feb 2020 -
31 Jan 2021
Net sales
296.4
270.1
238.7
Net sales development (%)
9.7%
13.2%
40.0%
Like-for-like store net sales development (%)
5.5%
2.6%
24.4%
Online store net sales development (%)
3.9%
20.8%
127.5%
Gross profit
107.2
99.6
87.1
Gross margin (%)
36.2%
36.9%
36.5%
Adjusted EBITA*
48.8
48.4
43.2
Adjusted EBITA margin (%)*
16.5%
17.9%
18.1%
EBITA*
48.2
45.6
42.6
EBITA margin (%)*
16.2%
16.9%
17.9%
EBIT
47.0
44.5
41.5
EBIT margin (%)
15.9%
16.5%
17.4%
Net income
35.1
31.9
28.8
EPS (EUR)
0.41
0.38
0.36
EPS excl. listing expenses (EUR)
0.42
0.42
0.36
Operating free cash flow
52.7
10.8
38.8
Net debt / adjusted EBITDA
1.5
1.7
2.4
Number of stores at the end of period
37
34
30
Number of personnel converted into full-time employees
(FTE)
693
663
595
* Operating profit before the amortisation of Puuilo trademark
Earnings per share has been calculated for all periods presented considering the free-of charge share issue (split) executed during the
financial year 2021.
25
Calculation of alternative performance measures and other key figures
Puuilo uses alternative performance measures to reflect the changes in business performance and
profitability. These indicators should be examined together with the IFRS-compliant performance key
indicators.
Like-for-like store net sales development is used to reflect the changes in Puuilo’s business volume
between periods. The indicator reflects the change in the net sales excluding the impact of new stores.
Like-for-like stores include the stores that have existed during both the reporting period and the
comparison period.
Adjusted profit and profitability indicators are used to improve the comparability of operational
performance between periods. Items affecting comparability include unusual material items outside the
ordinary course of the business. These unusual expenses are related to listing expenses, strategic
development projects and administration.
Alternative performance measures, adjusted for the effect of IFRS 16, are used to monitor the
achievement of financial targets. EBITDA excluding the effect of IFRS corresponds to EBITDA before
the adoption of IFRS 16.
In addition, financial performance indicators for the group have been presented as alternative
performance measures. The management uses these indicators to monitor and analyse business
performance, profitability and financial position.
Key figure
Definition
Like-for-like store net sales
development (%)
Like-for-like store net sales development is calculated as the net sales
development of the comparable stores that are not considered new or
closed stores.
A store is considered a new store during the opening year and the
following financial year after the opening. Relocated stores are considered
as like-for-like stores.
Online net sales
development (%)
Change in online store net sales for the period divided by online store net
sales for the previous period
Gross profit
Net sales – materials and services
Gross margin (%)
Gross profit as percentage of net sales
EBITA
Operating profit before the amortisation of Puuilo trademark
EBITA margin (%)
EBITA as percentage of net sales
Adjusted EBITA
EBITA adjusted with items affecting comparability
Adjusted EBITA margin (%)
Adjusted EBITA as percentage of net sales
EBIT (operating profit)
Profit before income taxes and finance income and finance costs (operating
profit)
26
EBIT margin (%)
EBIT as percentage of net sales
Earnings per share (basic
and diluted) (EUR)
Earnings per share have been calculated by dividing the profit for the period
according to the consolidated income statement by the weighted average
number of shares issued.
Earnings per share have been calculated for all periods presented
considering the free-of-charge share issue executed during the reporting
period.
Earnings per share excluding
listing expenses (EUR)
Earnings per share have been calculated by dividing the profit for the period
excluding the listing expenses recognised in profit and loss according to the
consolidated income statement by the weighted average number of shares
issued.
Earnings per share have been calculated for all periods presented
considering the free-of-charge share issue executed during the reporting
period.
Operating free cash flow
Adjusted EBITDA – depreciation of right-of-use assets – change in net
working capital in cash flow statement – net capital expenditure
Net debt / Adjusted EBITDA
Interest-bearing liabilities (loans from financial institutions + lease liabilities)
– cash and cash equivalents divided by annualised adjusted EBITDA
EBITDA
Operating profit before depreciation, amortisation, and impairment
Adjusted EBITDA
EBITDA before items affecting comparability
27
Reconciliation of certain alternative performance measures
EUR million
1 Feb 2022 -
31 Jan 2023
1 Feb 2021 -
31 Jan 2022
1 Feb 2020 -
31 Jan 2021
Items affecting comparability
Strategic projects
0.1
-
0.5
Administration
-
0.0
0.1
Listing costs
0.5
2.8
-
Items affecting comparability
0.6
2.9
0.6
Gross profit
Net sales
296.4
270.1
238.7
Materials and services
189.3
170.6
151.6
Gross profit
107.2
99.6
87.1
EBITA and adjusted EBITA
Operating profit
47.0
44.5
41.5
Trademark amortisation
1.1
1.1
1.1
EBITA
48.2
45.6
42.6
Items affecting comparability
0.6
2.9
0.6
Adjusted EBITA
48.8
48.4
43.2
EBITDA and Adjusted EBITDA
Operating profit
47.0
44.5
41.5
Depreciation, amortisation and impairments
13.5
11.5
9.7
EBITDA
60.6
55.9
51.2
Items affecting comparability
0.6
2.9
0.6
Adjusted EBITDA
61.2
58.8
51.8
Operating free cash flow
Adjusted EBITDA
61.2
58.8
51.8
Net capital expenditure
-2.6
-4.4
-2.6
Depreciation on right-of-use assets
-9.8
-8.7
-7.4
Changes in working capital
3.9
-34.9
-3.0
Operating free cash flow
52.7
10.8
38.8
Net debt / Adjusted EBITDA
Net debt
94.4
97.6
121.8
Adjusted EBITDA
61.2
58.8
51.8
Net debt / Adjusted EBITDA
1.5
1.7
2.4
28
Financial Statements
Consolidated Statement of Comprehensive Income
EUR million
Note
1 Feb 2022
- 31 Jan
2023
1 Feb 2021
- 31 Jan
2022
Net sales
296.4
270.1
Other operating income
2.1
0.4
0.4
Materials and services
2.3
-189.3
-170.6
Personnel expenses
2.3
-29.0
-26.4
Other operating expenses
2.3
-18.0
-17.6
Depreciation, amortisation and impairments
4.1-4.4
-13.5
-11.5
Operating profit
47.0
44.5
Finance income
5.6
0.0
0.0
Finance costs
5.6
-3.1
-4.5
Total finance income and costs
-3.1
-4.5
Profit before taxes
43.9
39.9
Current income tax
2.4
-9.2
-8.1
Deferred income tax
2.4
0.4
0.0
Total income tax expense
-8.8
-8.0
Profit for the period
35.1
31.9
Total comprehensive income for the period
35.1
31.9
Profit for the period attributable to:
Owners of the parent
35.1
31.9
Profit for the period
35.1
31.9
Earnings per share for profit attributable to owners of the parent
Basic and diluted earnings per share (EUR)
5.3
0.41
0.38
The Notes are an integral part of these financial statements.
29
Consolidated Balance Sheet
EUR million
Note
31 Jan 2023
31 Jan 2022
ASSETS
Non-current assets
Goodwill
4.1
33.5
33.5
Intangible assets
4.2
17.4
19.4
Property, plant and equipment
4.3
2.6
2.3
Right-of-use assets
4.4
53.0
44.4
Deferred tax assets
2.4
0.7
0.5
Total non-current assets
107.2
100.2
Current assets
Inventories
3.1
89.9
92.2
Trade receivables
3.2, 5.5
4.1
4.0
Other receivables
3.2
1.3
1.4
Cash and cash equivalents
28.8
16.5
Total current assets
124.1
114.1
Total assets
231.3
214.3
EUR million
31 Jan 2023
31 Jan 2022
Equity and liabilities
Equity
Share capital
5.2
0.1
0.1
Reserve for invested unrestricted equity
5.2
29.0
29.0
Retained earnings
12.0
6.8
Profit for the period
35.1
31.9
Total equity attributable to owners of the parent
76.1
67.8
Total equity
76.1
67.8
Liabilities
Non-current liabilities
Loans from financial institutions
5.4, 5.5
69.9
69.8
Lease liabilities
4.4
43.5
36.3
Provisions
4.5
0.8
0.7
Deferred tax liabilities
2.4
3.0
3.2
Total non-current liabilities
117.1
110.0
Current liabilities
Lease liabilities
4.4
9.9
8.0
Trade payables
3.3, 5.5
16.1
13.2
Advances received
2.1
0.3
0.3
Income tax liabilities
2.0
4.1
Other current liabilities
3.3, 5.5
9.9
11.0
Total current liabilities
38.0
36.5
Total liabilities
155.1
146.5
Total equity and liabilities
231.3
214.3
The Notes are an integral part of these financial statements.
Consolidated Statement of Changes in Equity
Attributable to owners of the parent
EUR million
Note
Share capital
Reserve for
invested
unrestricted
equity
Own
shares
Retained
earnings
Total
equity
Equity on 1 Feb 2022
0.1
29.0
-
38.8
67.8
Profit for the period
35.1
35.1
Total comprehensive
income for the period
35.1
35.1
Dividends
5.2
-25.4
-25.4
Repurchase of own shares
5.2
-1.5
-1.5
Share-based payments
5.2
0.2
0.2
Total transactions with owners
-1.5
-25.2
-26.8
Equity on31 Jan 2023
0.1
29.0
-1.5
48.6
76.1
Attributable to owners of the parent
EUR million
Note
Share capital
Reserve for
invested
unrestricted
equity
Own
shares
Retained
earnings
Total
equity
Equity on 1 Feb 2021
0.0
-
-
6.9
6.9
Profit for the period
31.9
31.9
Total comprehensive
income for the period
31.9
31.9
Increase in share capital
5.2
0.1
-0.1
0.0
Share issue
5.2
29.0
29.0
Total transactions with owners
0.1
29.0
-
-0.1
29.0
Equity on 31 Jan 2022
0.1
29.0
-
38.8
67.8
The Notes are an integral part of these financial statements.
30
31
Consolidated Statement of Cash Flows
EUR million
Note
1 Feb
2022 - 31
Jan 2023
1 Feb
2021 - 31
Jan 2022
Cash flows from operating activities
Profit for the period
35.1
31.9
Adjustments for:
Depreciation, amortisation and impairments
4.1-4.4
13.5
11.5
Gains/losses on disposal of property, plant and equipment
0.0
0.0
Other non-cash adjustments
0.2
0.1
Finance income and costs
5.6
3.1
4.5
Income tax expense
2.4
8.8
8.0
Changes in working capital
Change in trade and other receivables
3.2
0.0
-0.1
Change in inventories
3.1
2.3
-33.7
Change in trade and other current non-interest-bearing liabilities
3.3
1.6
-1.1
Interests paid
-1.1
-2.0
Interests of lease liabilities
-1.4
-1.3
Interests received
0.0
0.0
Arrangement fee for loans from financial institutions and other financial costs
-0.3
-0.6
Income taxes paid
-11.4
-7.4
Net cash flows generated from operating activities
50.4
9.7
Cash flows from investing activities
Payments for intangible assets
4.2
-0.8
-3.1
Payments for property, plant and equipment
4.3
-1.8
-1.3
Proceeds from sale of property, plant and equipment
4.3
0.0
0.0
Net cash used in investing activities
-2.6
-4.4
Cash flows from financing activities
Share issue
-
28.6
Proceeds from borrowings
5.1
8.0
70.0
Repayments of loans from financial institutions
5.1
-8.0
-91.0
Principal elements of lease liabilities
5.1
-8.6
-7.6
Dividends
5.2
-25.4
-
Acquisition of own shares
-1.5
-
Net cash used in financing activities
-35.6
0.0
Net increase (+)/(-) decrease in cash and cash equivalents
12.3
5.4
Cash and cash equivalents at the beginning of the period
16.5
11.2
Cash and cash equivalents at the end of the period
28.8
16.5
The Notes are an integral part of these financial statements.
32
Notes to the Consolidated Financial Statements
1 Basis of preparation
2 Business performance
3 Working capital
4 Capital employed
5 Capital structure and financing
6 Other notes
33
1 BASIS OF PREPARATION
Note 1.1 Company information
Puuilo Group is a Finnish retailer company. On 31 January 2023, the fast-growing Group had a total of
37 stores (34 stores) across Finland. In addition, the online store serves customers. The product
assortment includes building supplies, tools, HVAC and electrical accessories, pet food and supplies,
car accessories, groceries, household products, garden supplies, free-time and other accessories as
well as services. Puuilo is one of the leading discount retailers in Finland and it serves both consumers
and B2B customers in the repair and maintenance as well as construction sector. The company is known
for its low prices and wide range of products.
The Group’s parent company is Puuilo Plc, domiciled in Helsinki, Finland. The company’s registered
address is Pakkalankuja 6, 01510 Vantaa, and its Business ID is 2726573-8. Puuilo Plc is listed on
Nasdaq Helsinki. The Consolidated Financial Statements are available on Puuilo’s investor pages at
www.investors.puuilo.fi and from the company’s headquarters at Pakkalankuja 6, 01510 Vantaa.
These Consolidated Financial Statements contain the consolidated financial statements of Puuilo Plc
(“the company”) and its subsidiaries (“the Group” or “Puuilo”). These Consolidated Financial Statements
include the consolidated statement of comprehensive income, consolidated balance sheet, consolidated
statement of changes in equity and consolidated statement of cash flows as well as notes for the
reporting period that ended on 31 January 2023 and comparison information for the financial year ended
on 31 January 2022. The company’s Board of Directors approved these Financial Statements on 13
April 2023.
Puuilo issues an XHTML Financial Statements complying with the ESEF requirements on Puuilo’s
investor website. The Audit firm PricewaterhouseCoopers Oy has provided to company an independent
auditor’s reasonable assurance report in accordance with ISAE 3000 (Revised) on Puuilo’s ESEF
Financial Statements.
The company’s reporting period begins on 1 February and ends on 31 January. The reporting period
2022 comprises the period 1 February 2022–31 January 2023 and the comparison period 2021 the
period 1 February 2021–31 January 2022.
Note 1.2 Basis of preparation
Puuilo’s Consolidated Financial Statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) approved for adoption by the European Union. They comply with
the effective IAS and IFRS standards and the respective SIC and IFRIC interpretations. The notes to
the Consolidated Financial Statements also include requirements in accordance with Finnish accounting
and limited liability company legislation.
The notes to the Consolidated Financial Statements have been grouped into sections based on their
nature. The basis of preparation of the financial statements is described as part of the note Accounting
Policies, while the accounting policies directly related to a specific note are presented as part of the note
in question. The notes of each area contain the relevant financial information, the accounting policies
as well as the key estimates and discretionary solutions.
The financial statements have been prepared on the basis of initial cost, with the exception of lease
liabilities and right-of-use assets which are discounted at the present value.
34
The figures in the Consolidated Financial Statements are presented in millions of euros, unless
otherwise stated. The figures have been rounded to the nearest million, and therefore the sum of
individual figures may deviate from the total presented. The presentation currency of the financial
statements is euro, which is also the functional currency of the company and the Group.
Note 1.3 Accounting estimates and judgements
The preparation of Consolidated Financial Statements requires management to make estimates and
assumptions that affect the application of accounting policies and the recognised amounts of assets,
liabilities, income and expenses. The following areas include management’s estimates and
assumptions:
• Share-based payments (Note 2.3)
• Measurement of inventories (Note 3.1)
• Goodwill impairment test (Note 4.1)
• Measurement of the Puuilo trademark (Note 4.2)
• Measurement of lease liabilities and right-of-use assets (Note 4.4)
• Restoration obligation (Note 4.5)
• Expected credit loss (Note 5.5)
These areas are explained in more detail in the individual notes.
According to Puuilo’s management, the Covid-19 pandemic or geopolitical situation (Russian military
actions in Ukraine) have not had a significant impact on the above-mentioned estimates or judgements
made by the management.
The realisation of the estimates and judgements made is regularly evaluated. The estimates and
judgements are based on historical data and other factors, including expectations on future events that
may have a financial impact on the entity and that are assumed to be reasonable under the
circumstances.
35
2 BUSINESS PERFORMANCE
Note 2.1 Revenue
Accounting policy
Puuilo’s retail chain and online store sell building supplies, tools, HVAC and electrical accessories, pet
food and supplies, car accessories, groceries, household products, garden supplies, free-time and other
accessories as well as services. Its net sales are primarily generated by the sales of goods and
recognised when the control of the product is transferred to the customer, in other words, when the
product is relinquished.
The products sold by the Group have a right of return. Based on experience, the quantity of the returned
goods is considered to be insignificant compared to the company’s net sales.
Puuilo sells gift cards to customers. The Company recognises a liability on these prepayments. The
liability is presented in the balance sheet as a separate line item Advances received. The liability is
derecognised, and net sales are recognised when customer purchases goods with the gift card. After
the gift card has been used, Puuilo is considered to have fulfilled its performance obligations.
Sales are paid mainly in cash or by credit card. Financing offered to consumers is arranged by an
external partner and does not create a performance obligation to Puuilo. Therefore, the arrangement
does not affect the revenue recognition. The payment time for invoiced sales offered to B2B customers
is typically 14–30 days. As the payment term is less than 12 months, the transaction prices are not
adjusted with the time value of money.
Puuilo’s contracts with customers do not contain separate performance obligations recognised at
different times. The product warranties offered by the Company are treated as assurance type
warranties, because they do not include additional services to the customer. In most cases, the
Company charges the warranty costs from the supplier.
In other operating income, Puuilo presents lease income, gains on disposals of tangible assets, and
other income that are not directly related to the Company’s ordinary business operations. Lease income
consists of income received from places of sales.
Net sales
EUR million
31 Jan 2023
31 Jan 2022
Stores
286.4
260.5
Online store
10.0
9.6
Net sales total
296.4
270.1
Contract liabilities (advances received)
EUR million
31 Jan 2023
31 Jan 2022
0.3
0.3
Other income
EUR million
31 Jan 2023
31 Jan 2022
Lease income
0.3
0.2
Gains on disposal of tangible assets
0.0
0.0
Other
0.1
0.2
Total
0.4
0.4
36
Note 2.2 Segment information
Due to the nature of Puuilo’s operations, the Group has one reportable operating segment. The
individual stores and the online store are considered to be the distribution channels of Puuilo’s products
and all of them operate under the Puuilo trademark. The Group primarily operates in Finland but has an
online store in Sweden. The share of the Swedish online store in Puuilo’s net sales is insignificant. The
operations, such as financial administration, IT management, marketing as well as purchasing and
logistics are centralised at the Group level.
The Board of Directors is the highest operating decision-maker at Puuilo, as it is responsible for resource
allocation in the Group and assesses the performance of the operations. Puuilo’s Board of Directors
regularly monitors financial information of the Group. The performance metric Puuilo uses internally to
monitor and assess the operations is the Group-level adjusted EBITA, which corresponds to profit before
interest, taxes and amortisation of the trademark, adjusted by items affecting comparability.
Due to the large number of customers and the nature of the business, sales to any individual customer
have not exceeded 10 percent in the financial period that ended on 31 January 2023 or the comparison
period.
Note 2.3 Expenses
Materials and services and other operating expenses
Accounting policy
Materials and services consist of the acquisition cost of goods sold during the financial period and the
services directly related to the goods sold. Other operating expenses include expenses other than the
cost of goods sold, such as administration costs, property maintenance costs, marketing and IT costs
as well as sales freight and credit card commissions. Other operating expenses also include potential
losses on the disposal of property, plant and equipment and intangible assets.
Foreign exchange differences arising from purchases are recognised in the appropriate line item above
operating profit.
Materials and services
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Purchases during the reporting period
187.2
204.1
Changes in inventories
1.7
-33.9
External services
0.4
0.4
Total
189.3
170.6
Other operating expenses
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Administration expenses
2.1
4.1
Property maintenance expenses
3.4
2.8
Marketing expenses
5.5
5.5
IT costs
2.2
1.8
Sales freights and credit card fees
2.1
1.8
Other
2.7
1.6
Total
18.0
17.6
37
Auditors' fees
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Statutory audit fees
0.1
0.1
Other services
0.0
1.0
Total
0.1
1.1
* Includes the fees related to the company’s IPO
Employee benefits
Accounting policy
Short-term benefits
Wages and salaries mainly comprise of fixed monthly salaries and hourly wages paid to employees.
Other indirect employee costs include pension expenses and other social security expenses. Employee
benefits are recognised for work completed up to the balance sheet date in other liabilities and measured
at the amount that is expected to be paid when the liabilities are settled.
Post-employment benefits
The pension plan of Puuilo is a defined contribution plan. The payments of a defined contribution
pension plan are made to pension insurance companies, after which the Group does not have any other
payment obligations. Payments made on the defined contribution pension plan are recognised as
expenses in the income statement for the financial period they are attributed to.
Employee benefit expenses
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Wages and salaries
24.0
21.7
Pension costs
4.2
3.8
Social security costs
0.9
0.9
Total
29.0
26.4
Personnel on average and at the end of reporting period:
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Number of employees at the end of the
period, full-time equivalent
693
663
Personnel on average
806
788
Management remuneration
The management consists of the Board of Directors, the CEO and the other management team. The
Board of Directors makes the decision on the remuneration of the CEO and the other management team.
The remuneration of the CEO and the management team consists of a fixed monthly salary, customary
fringe benefits and a share-based incentive plan for the key employees (see section Share-based
payments). The CEO or the other members of the management team do not belong to any short-term
incentive programme.
38
The company’s CEO and the other members of the management team are entitled to a statutory pension
benefit. The company does not have in place current additional pensions or collateral arrangements for
the CEO and the other members of the management team.
The CEO is entitled to statutory pension, and their retirement age is determined in accordance with the
legislation in effect. The period of notice of the CEO is six months and they are entitled to receive salary
for the period of notice. The period of notice of the other members of the management team is three
months. The members of the management team are entitled to their respective monthly salaries for the
period of notice.
In accordance with the Finnish Limited Liability Companies Act, the decision on the remuneration
payable to the members of the company’s Board of Directors is made by the shareholders in the Annual
General Meeting. The Board prepares a proposal on the remuneration of the Board members to the
Annual General Meeting. The remuneration of the Board of Directors is monetary. The Board of
Directors’ remuneration is based on an annual fee, and the members are not paid separate meeting
fees in addition to this. Travel expenses incurred by the Board meetings are reimbursed in accordance
with the company’s travel expense policy. Pension payments are not included in the remuneration of
the Board of Directors.
Management remuneration:
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
CEO
Salary, other remuneration and benefits
0.2
0.2
Pension costs
0.0
0.0
Total
0.2
0.2
Group management team excl. CEO
Salary, other remuneration and benefits
0.8
0.8
Pension costs
0.1
0.1
Total
1.0
0.9
The Board of Directors
Timo Mänty, Chairman of the Board of Directors
0.1
0.0
Gustav Bard*
0.0
0.0
Tomas Franzén
0.0
0.0
Bent Holm**
0.0
-
Rasmus Molander
0.0
0.0
Markku Tuomaala
0.0
0.0
Total
0.2
0.1
Total management team and the Board of
Directors
1.4
1.2
*Member of the Board until 17 May 2022
** Member of the Board from 17 May 2022
39
Share-based payments
Accounting principle
The fair value of share-based payments is measured on the day which the share-based payment plan
is agreed upon the counterparties. Fair value of share-based payments is recognised as an expense
over the vesting period. The settlement, if the set targets are met, is a combination of shares and cash.
Share-based payments to be settled in shares are recognised in equity and the payments to be settled
in cash are recognised as a liability. Such cash-settled share-based payments for which the employer
shall deduct, on behalf of the employee, from the share award such number of shares which covers
taxes and tax-like charges paid in cash, shall be classified in their entirety as equity-settled share-based
payments and thus, are recognised in equity.
Accounting estimates and judgements
The number of the shares to be granted are estimated at the end of each reporting period. The
evaluation considers the turnover of persons and other factors affecting the number of shares to be
granted. In addition, the measurement of the fair value of the plan and the parameters used in the
measurement require management judgement.
Share-based incentive plan
On 20 April 2022, decided to launch a new share-based incentive plan for the key employees of the
company. The aim of the plan is to align the objectives of the shareholders and the key employees in
order to increase the value of the company in the long-term. The plan is intended to encourage key
employees to personally invest in the company’s shares, to steer them toward achieving the company’s
strategic objectives, to retain them at the company, and to offer them a competitive reward plan that is
based on acquiring, earning and accumulating Puuilo shares.
The Performance Matching Share Plan 2022—2024 includes one performance period, spanning
approximately financial years 2022—2024. The performance criteria are the Total Shareholder Return
of the Puuilo share (TSR) and the Adjusted EBITA of the Puuilo Group. The achievement of the targets
set for the performance criteria will determine the proportion out of the maximum reward that will be paid
as reward to participants. The prerequisite for participation in the plan and receiving reward on the basis
of the plan is that a participant personally has acquired Puuilo shares up to the number determined by
the Board of Directors. Furthermore, payment of reward is based on the participant´s valid employment
or service upon reward payment.
Primarily, the rewards from the plan will be paid partly in the company’s shares and partly in cash by
the end of May 2025. The cash proportion is intended to cover taxes and tax-related costs arising from
the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service
terminates before the reward payment. The CEO and other members of the Management Team are
obliged to keep the shares paid as a reward for twelve (12) months after the reward payment.
The target group of the plan consisted of a maximum of 75 persons, including the CEO, members of the
Management Team, Store Managers and other key personnel. The rewards to be paid on the basis of
the plan correspond to the value of an approximate maximum total of 315,000 Puuilo Plc shares,
including also the proportion to be paid in cash. The final number of shares will depend on the
40
participants’ personal share acquisitions and the achievement of the targets set for the performance
criteria.
The total cost of the share plan is recognised over the performance period, which is 34 months. The
Performance period of 2022-2024. The impact of the share-based compensation plans on the profit for
the financial year 2022 was EUR 0.2 million (-). At the end of the reporting period, the amount to be
recognised as expense for the financial years 2022−2024 is estimated at a total of EUR 0.7 million. The
actual amount may differ from the estimate.
Assumptions applied in determining the fair value of share award:
Grant date and fair value of share-based payments
Performance period 2022-2024
Grant date
3 June 2022
Grant date fair value of the share award, EUR
4.43
Grant date share price, EUR
5.34
Performance period start date
3 June 2022
Performance period end date
31 March 2025
Commitment period start date
3 June 2022
Commitment period end date (Management Team)
31 March 2026
Commitment period end date (Other)
31 March 2025
Assumptions applied in determining the fair value of share award:
Performance period 2022-2024
Maximum number of share awards to be granted (pcs)*
315,000
Number of plan participants at the end of the reporting period
34
Share price at the end of the reporting period
6.32
Assumed fulfilment of the performance criteria
82.5%
Forfeiture rate
7%
* Gross number of shares netted with the applicable withholding tax. The net amount will be paid in shares.
Note 2.4 Income taxes
Accounting policy
Income tax comprises of the current income taxes and deferred taxes for the financial period. The
income tax is recognised in the income statement. The tax effect of the items recognised directly in
equity is, correspondingly, recognised as a part of equity.
The current taxes consist of the expected tax payable on the taxable income for the financial period,
based on the tax rates enacted or in practice enacted by the closing of the accounts and any taxes
payable for the previous year.
Deferred tax is calculated based on temporary differences between the carrying amounts and the
carrying value of assets and liabilities, as well as on confirmed losses to the extent that it is probable
that these can be utilised against future taxable income. Deferred tax is determined using tax rates (and
laws) which have been enacted or in practice enacted by the end of the financial period and which are
expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.
Deferred tax is not recognised for temporary differences related to initial recognition of goodwill.
Deferred tax assets and liabilities are netted to the extent that the company has a legally enforceable
right to net current tax assets and liabilities and when the deferred taxes are related to the taxes of the
41
same tax authority. Tax assets and tax liabilities based on the taxable income for the period are netted
when the organisation has a legally enforceable right, and it intends either to settle on a net basis or to
realise the asset item and settle the liability simultaneously.
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Current income tax on profits for the year:
9.2
8.1
Total current income tax
9.2
8.1
Deferred income tax:
Change in deferred tax assets
-0.2
0.1
Change in deferred tax liabilities
-0.2
-0.1
Total deferred tax
-0.4
0.0
Income tax expense
8.8
8.0
Reconciliation of the tax expense recognised in the consolidated income statement and the taxes
calculated using the Finnish tax rate (20% for all financial periods):
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Profit before tax
43.9
39.9
Tax calculated at domestic tax rate of 20 %
8.8
8.0
Income not subject to tax
0.0
0.0
Expenses not deductible for tax purposes
0.1
0.0
Taxes in income statement
8.8
8.0
1
Feb
Recognised
through profit
or loss
Recognised
in equity
31
Jan
Reporting period 2022
Deferred tax assets
Difference between accounting depreciation and tax
depreciation
0.0
0.0
-
0.0
Leases
0.5
0.1
-
0.6
Share-based incentive plan
-
0.0
-
0.0
Total
0.5
0.1
-
0.6
Reporting period 2022
Deferred tax liabilities
Intangible assets
3.1
-0.2
-
2.9
Difference between accounting depreciation and tax
depreciation
0.0
0.0
-
0.0
Arrangement fees of loans from financial institutions
0.0
0.0
-
0.0
Total
3.2
-0.2
-
3.0
42
1
Feb
Recognised
through profit
or loss
Recognised
in equity
31
Jan
Reporting period 2021
Deferred tax assets
Difference between accounting depreciation and tax
depreciation
0.1
0.0
-
0.1
Leases
0.4
0.1
-
0.5
Net interest from previous financial year, deductible during the
financial year
0.2
-0.2
-
-
Total
0.6
-0.1
-
0.5
Reporting period 2021
Deferred tax liabilities
Intangible assets
3.4
-0.2
-
3.1
Difference between accounting depreciation and tax
depreciation
0.0
0.0
-
0.0
Arrangement fees of loans from financial institutions
0.2
-0.2
-
0.0
Listing expenses
-
0.3
-0.3
-
Total
3.6
-0.1
-0.3
3.2
43
3 WORKING CAPITAL
Note 3.1 Inventories
Accounting policy
The cost of inventories, i.e. goods intended for retail, corresponds to the purchasing cost of the product
in question determined using the weighted average cost method. The cost of finished goods comprises
all costs of purchase, including direct freight and handling costs. Inventories are measured at the lower
of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course
of business less the estimated necessary costs of sales. The cost of inventory does not include
borrowing costs.
Key judgements and discretionary solutions – Inventory valuation
The Group regularly reviews inventories for possible obsolescence and turnover, and for possible
reduction of the net realisable value below cost and recognises a write-down of inventory when
necessary. Such reviews require estimates of future demand for products. Possible changes in these
estimates may cause changes in inventory measurement in future periods.
EUR million
31 Jan 2023
31 Jan 2022
Finished goods
86.1
80.3
Goods in transit
3.1
10.6
Prepayments
0.7
1.3
Total
89.9
92.2
The balance sheet valuation of inventories on the balance sheet date includes a write-down of
inventories for obsolescent and slowly moving products, with the impairment of EUR 0.5 million on 31
January 2023 (EUR 0.4 million).
The cost of goods sold has been presented in Note 2.3.
Note 3.2 Trade and other receivables
Accounting policy
Trade receivables are receivables that consist of products sold to customers in the ordinary course of
business. They fall due within 14–30 days and are, therefore, all classified as current. Trade receivables
are initially recognised in the amount of the invoice issued to the customer. Trade receivables do not
include financial components.
The fair value of current trade and other receivables are estimated to equal their book values due to
their short maturities.
Trade and other receivables consist of the following:
EUR million
31 Jan 2023
31 Jan 2022
Trade receivables
4.1
4.0
Other receivables
0.0
-
Prepaid expenses
1.3
1.4
Total
5.4
5.4
44
The aging analysis of trade receivables
EUR million
31 Jan 2023
31 Jan 2022
Not overdue
3.8
3.7
Overdue
Less than 14 days
0.2
0.3
14-30 days
0.0
0.0
31-60 days
0.0
0.0
Over 60 days
0.0
0.0
Total
4.1
4.0
A credit loss of EUR 0.0 million was recognised at profit or loss on trade receivables in the 2022 financial
period (EUR 0.0 million). The receivables do not involve significant credit risk concentrations and the
maximum amount of the credit risk corresponds to the carrying amount of the receivables at the end of
the financial period. Trade receivables include an impairment amounting to EUR 0.0 million (EUR 0.0
million). The expected credit loss risk is not significant due to the low volume of invoicing sales. Credit
risk is described in more detail in Note 5.4.
Material items included in prepaid expenses
EUR million
31 Jan 2023
31 Jan 2022
Annual bonuses for purchases
0.5
0.4
Product reclamation
0.0
0.2
Social security costs
0.2
0.2
Expenses paid in advance
0.6
0.4
Other
0.0
0.2
Total
1.3
1.4
Note 3.3 Trade and other payables
Accounting policy
Trade payables and other payables concern goods and services which Puuilo has received prior to the
end of financial period which were not paid by the end of the financial period. The amounts are
unsecured and mainly paid according to the payment term of 30–60 days. Trade and other payables
are presented as current liabilities if they are due within 12 months after the financial period. The carrying
amounts of trade payables and other payables are considered to be the same as their fair values, due
to their short-term nature.
Trade and other payables consist of the following:
EUR million
31 Jan 2023
31 Jan 2022
Current
Trade payables
16.1
13.2
Advances received
0.3
0.3
Income tax liabilities
2.0
4.1
Other current liabilities
3.7
5.2
Accrued expenses
6.2
5.8
Total current
28.2
28.6
Other current liabilities mainly consist of value added tax liabilities and withholding tax liabilities.
45
Material items included in current accrued expenses
EUR million
31 Jan 2023
31 Jan 2022
Salary accruals
1.6
1.4
Social security costs
1.3
1.3
Interest expenses
0.3
0.1
Holiday pay expenses
3.0
3.1
Total
6.2
5.8
46
4 CAPITAL EMPLOYED
Note 4.1 Goodwill
Accounting policy
Goodwill is measured at acquisition cost less any accumulated impairment losses. At the time of
acquisition, goodwill is allocated to those cash-generating units which are considered to benefit from
the acquisition. Goodwill is not subject to annual amortisation, because it is considered to have an
indefinite useful life.
Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that goodwill might be impaired. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an
asset item’s fair value less costs of disposal or the higher of value in use. Often it is not possible to
estimate the recoverable amount for an individual asset. In the case of goodwill, the recoverable amount
is determined for the cash-generating unit to which the goodwill belongs. Impairment loss recognised
for goodwill is not reversed under any circumstances.
Key judgements and estimates in goodwill impairment testing
Puuilo’s goodwill has arisen in connection with the acquisition of Puuilo business in 2015 when the
current Puuilo Group was established. Therefore, the entire goodwill was generated from a single
acquisition covering the entire business of Puuilo. At the end of the financial period, goodwill stood at
EUR 33.5 million (EUR 33.5 million).
Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that goodwill was impaired. The recoverable amount of a cash-generating unit is determined
based on the value in use calculation which requires the use of assumptions. Estimates and judgements
are required when determining the components of the recoverable amount. These components include
the discount rate, the terminal growth rate, net sales and the adjusted operating profit before the
amortisation of the trademark (adjusted EBITA). The discount rate reflects the time value of money and
the market risk premiums. The risk premiums reflect risks and uncertainties for which the future cash
flow estimates have not been adjusted. The calculations use cash flow projections based on financial
budgets approved by management covering a four-year period. Cash flows beyond the four-year period
are extrapolated using the estimated growth rate.
Goodwill impairment test
Puuilo’s management has been monitoring goodwill on the Group level from the date the goodwill was
generated. Therefore, for the purpose of annual goodwill impairment testing, management has discrete
and reliable financial information available on the Group level. Puuilo’s management considers the
Group to consist of one cash-generating unit, and therefore, goodwill is tested for impairment on the
Group level.
The key assumptions of the impairment calculations are the estimated growth rate of net sales and the
estimated EBITA level for the period of four years. Cash flows beyond this period have been
extrapolated based on the forecast growth of 2.0% (2.0%). The discount rate used is the weighted
average cost of capital (WACC) after tax. The WACC formula inputs are the risk-free rate of return,
market risk premium, industry-specific beta factor, target capital structure and borrowing cost. The pre-
tax WACC used was 12.2% (11.2%). The changes in the WACC used in the goodwill test arise from the
higher risk-free interest rate than in the comparison period. No goodwill impairment has been recognised.
47
In addition, management has estimated that no reasonably possible change in the key assumption of
the impairment testing would have resulted in a goodwill impairment.
Note 4.2 Intangible assets
Accounting policy
Intangible assets comprise of the capitalised costs of the Puuilo trademark, the ERP system and the
other IT system. Their carrying amount corresponds to cost less accumulated amortisations and
impairment losses. The capitalised cost of the ERP system consists of invoices from external service
providers and license fees as well as Puuilo’s internal project work related to the implementation of the
new ERP system.
Other intangible assets are amortised on a straight-line basis over their estimated useful lives as follows:
Puuilo trademark 20 years
Software and licences 5 years
The costs related to the maintenance of IT systems and software are recognised in the financial period
during which they incur.
Key judgements and estimates in measurement of the Puuilo trademark
The useful life of the Puuilo trademark is estimated to be 20 years, and it represents the Group’s
assessment of the period over which the trademark is expected to generate cash flows to the Group.
The actual useful life may, however, be shorter or longer, depending on changes in the operating
environment. Any identified changes in the useful life of the Puuilo trademark are reflected in the
amortisation period and the recognition of impairment losses, when needed.
The management assesses at each balance sheet date whether there is any indication that the value
of the Puuilo trademark may be impaired. For the Puuilo trademark, changes in the retail business
environment, for example, could be an indication of impairment. For the trademark, the recoverable
amount cannot be estimated on an asset-by-asset basis. As it is estimated that Puuilo has one cash-
generating unit, Puuilo’s trademark, like goodwill, is tested on the Group level.
The impairment is recognised through profit or loss. The impairment loss recognised earlier on an asset
item is reversed if the recoverable amount of the asset has increased. However, the maximum reversal
is the carrying amount that would have prevailed for the asset before the impairment was recognised.
48
EUR million
Goodwill
Intangible
rights
Other
intangible
assets
Total
Cost on 1 February 2022
33.5
24.0
7.0
64.6
Additions
-
-
0.8
0.8
Cost on 31 January 2023
33.5
24.0
7.8
65.4
Accumulated depreciation and impairment on 1 February
2022
-
-8.4
-3.3
-11.7
Amortisation and impairment
-
-1.1
-1.6
-2.8
Accumulated amortisation and impairment on 31 January
2023
-
-9.5
-5.0
-14.5
Net carrying amount on 1 February 2022
33.5
15.7
3.7
52.9
Net carrying amount on 31 January 2023
33.5
14.6
2.8
50.9
EUR million
Goodwill
Intangible
rights
Other
intangible
assets
Total
Accumulated depreciation and impairment on 1 February
2021
33.5
24.0
3.9
61.5
Additions
-
-
3.1
3.1
Cost on 31 January 2022
33.5
24.0
7.0
64.6
Cost on 1 February 2021
-
-7.2
-2.5
-9.8
Amortisation and impairment
-
-1.1
-0.8
-1.9
Accumulated amortisation and impairment on 31 January
2022
-
-8.4
-3.3
-11.7
Net carrying amount on 1 February 2021
33.5
16.8
1.4
51.8
Net carrying amount on 31 January 2022
33.5
15.7
3.7
52.9
No impairment was recognised in intangible assets during the financial period or the comparison period.
Note 4.3 Property, plant and equipment
Accounting policy
Property, plant and equipment consist mainly of store buildings and related leasehold improvements,
as well as machinery and equipment. They are measured at cost less accumulated depreciation and
impairment losses. The measurement of leased properties is covered in section 4.4 Leases. Historical
cost includes expenditure that is directly attributable to the acquisition of asset items or internally
developed assets and subsequent costs incurred by the replacement of parts that meet the criteria for
asset recognition. Depreciation is calculated on a straight-line basis over the estimated useful life of the
asset or, in the case of leasehold improvements and leased assets, over the period of the lease or the
useful life of the asset, whichever is shorter.
The estimated useful lives are as follows:
Buildings 15–30 years
Machinery and equipment 3–10 years
Other tangible assets 5–10 years
Leased assets over the lease term
49
Residual values, depreciation methods and useful lives are reviewed and adjusted, if needed, at the
end of each reporting period. An item of property, plant and equipment is derecognised upon disposal
or when no future financial benefits are expected from its use. Sales gains and losses are determined
by comparing disposal proceeds with the carrying amount of the disposed asset. Sales gains and losses
are recognised within other operating income or expenses in the income statement in the period on
which the disposal occurs. Sales gains are presented in Note 2.1.
The management assesses at each balance sheet date whether there is any indication that the value
of property, plant and equipment may be impaired. In the case that there is such evidence, an
assessment is made of the recoverable amount of the asset which is the higher of the fair value of the
asset less the costs of disposal or the value in use. In many cases, the recoverable amount cannot be
estimated on an asset-by-asset basis. In that case, the recoverable amount is determined for the cash-
generating unit to which the asset item belongs. Due to the nature of Puuilo’s operations, the Group has
only one cash-generating unit.
The impairment is recognised through profit or loss. The impairment loss recognised earlier on an asset
item is reversed if the recoverable amount of the asset has increased. However, the maximum reversal
is the carrying amount that would have prevailed for the asset before the impairment was recognised.
Puuilo’s property, plant and equipment is divided into owned and leased assets as follows. Leased
assets are covered in Note 4.4. Leases.
EUR million
31 Jan 2023
31 Jan 2022
Leased
53.0
44.4
Owned
2.6
2.3
Total
55.6
46.8
Changes in property, plant and equipment. The figures do not include changes in leases. Leases are
covered in Note 4.4.
EUR million
Buildings and
structures
Machinery
and
equipment
Total
Cost on 1 February 2022
0.8
5.2
6.0
Additions
-
1.2
1.2
Disposals
-
0.0
0.0
Cost on 31 January 2023
0.8
6.4
7.2
Accumulated depreciation and impairment on 1 February 2022
-0.6
-3.0
-3.6
Depreciation and impairment
-0.1
-0.8
-1.0
Accumulated depreciation and impairment on 31 January 2023
-0.7
-3.9
-4.6
Net carrying amount on 1 February 2022
0.1
2.2
2.3
Net carrying amount on 31 January 2023
0.0
2.5
2.6
50
EUR million
Buildings and
structures
Machinery
and
equipment
Total
Cost on 1 February 2021
0.8
4.3
5.1
Additions
-
0.9
0.9
Disposals
-
-
0.0
Cost on 31 January 2022
0.8
5.2
6.0
Accumulated depreciation and impairment on 1 February 2021
-0.5
-2.3
-2.8
Depreciation and impairment
-0.1
-0.7
-0.8
Accumulated depreciation and impairment on 31 January 2022
-0.6
-3.0
-3.6
Net carrying amount on 1 February 2021
0.3
2.0
2.2
Net carrying amount on 31 January 2022
0.1
2.2
2.3
Depreciation, amortisation, and impairment
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Depreciation, amortization and impairment by asset class
Intangible rights
1.1
1.1
Other intangible assets
1.6
0.8
Buildings and structures
0.1
0.1
Machinery and equipment
0.8
0.7
Total
3.7
2.8
Right-of-use assets
9.8
8.7
Depreciation, amortization and impairment total
13.5
11.5
No impairment was recognised on property, plant and equipment during the financial period or the
comparison period.
Depreciation of right-of-use assets is covered in greater detail in Note 4.4.
Note 4.4 Leases
Accounting policy
Puuilo’s leases mainly consist of store building and office leases, as well as machinery and equipment
used in the business operations and IT leases. At the inception of the contract, the Group makes an
assessment of whether the contract is a lease or contains a lease. A contract is deemed to be a lease
if it conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. At the inception of a lease, Group recognises a right-of-use asset as well as a lease
liability. Puuilo has not used the exemptions for short-term leases (lease term less than 12 months) or
low value leases permitted by IFRS 16.
Lease liability is measured at the present value of those lease payments that have not been paid at the
lease commencement date. The lease payments are discounted at the interest rate implicit in the lease
if the rate in question is readily determinable. If the rate is not readily determinable, the Company’s
incremental borrowing rate will be used. Puuilo has used an interest rate implicit in the lease as the
51
discount rate in machinery and equipment leases and the incremental borrowing rate in the valuation of
the store and office leases. The discount rates vary between 2.5% and 4.0%.
The lease term used in the measurement of lease liability is the non-cancellable period of a lease. The
lease term includes a period covered by an option to extend and/or to terminate the lease if it is
reasonably certain that the lessee will use the extension option or does not use the option to terminate.
The lease term of the leases valid until further notice is based on the probable lease term as estimated
by the management.
Each lease payment is allocated between amortisation of the lease liability and finance cost. The finance
costs are recognised at profit or loss over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period.
The right-of-use asset is measured at cost at the commencement date of the lease. The cost comprises
of the amount of the initial measurement of the lease liability at the commencement date, any lease
payments at or before the lease commencement date, as well as any restoration costs. Lease payments
for store and office leases are mainly tied to the cost-of-living index. Lease liability is adjusted when the
index changes. Right-of-use assets are adjusted with the items resulting from the remeasurement of the
lease liability.
The right-of-use assets based on leases are depreciated on a straight-line basis over the shorter of the
lease term or their estimated useful lives. The depreciations are made starting from the date the asset
item was commissioned. The estimated useful lives are as follows:
Machinery and equipment: 3–5 years
Stores: 5–10 years
Offices: 1–4 years
Puuilo has asset restoration obligations related to leased store buildings. Puuilo has recognised a
provision for estimated restoration costs. More information is provided in Note 4.5.
Key judgements and estimates applied in accounting for the leases
When determining the lease term, the management must consider all facts and circumstances that
create an economic incentive to exercise an extension option. Judgement is also used in determining
the lease term for leases that are valid until further notice. Extension options are included in the lease
term only if it is reasonably certain that the option will be used. The lease term of the leases valid until
further notice is based on the probable lease term as estimated by the management.
The Group leases various properties as well as machinery and equipment. Leases of store properties
are typically made for fixed periods of 5 to 10 years but may also include extension options. The
management has assessed the use of each extension option and if the use of an option has been
assessed to be reasonably certain, the option has been included in the lease term. The assessment of
the use of extension options is affected by, among other things, the length of the original lease, the
location and the condition of the property and the amount of rent. Lease terms are negotiated on an
individual basis and they can include other terms and conditions.
When determining the appropriate incremental borrowing rate to be applied in the calculation of the
lease liability of property leases.
52
Right-of-use assets
EUR million
31 Jan 2023
31 Jan 2022
Premises and facilities
51.9
43.3
Machinery and equipment
1.2
1.1
Total
53.0
44.4
Lease liabilities
EUR million
31 Jan 2023
31 Jan 2022
Non-current
43.5
36.3
Current
9.9
8.0
Total
53.4
44.3
The additions to the right-of-use assets during the financial period that ended were EUR 10.2 million
(EUR 6.6 million).
Maturity analysis, contractual discounted cash flows
EUR million
31 Jan 2023
31 Jan 2022
Less than one year
9.9
8.0
From one to five years
30.8
25.4
Over five years
12.7
11.0
Total
53.4
44.3
Maturity analysis, contractual undiscounted cash flows
EUR million
31 Jan 2023
31 Jan 2022
Less than one year
11.4
9.2
From one to five years
34.1
28.0
Over five years
13.4
11.1
Total
58.9
48.4
Amounts recognized in the statement of profit or loss
Depreciation charge of the right-of-use asset
EUR million
1 Feb 2022 - 31
Jan 2023
1 Feb 2021 - 31
Jan 2022
Premises and facilities
9.1
8.0
Machinery and equipment
0.7
0.7
Total
9.8
8.7
Interest expenses included in the finance cost
1.4
1.3
Cash flow
Total cash outflow for leases
10.0
8.9
Liability for lease agreements that will enter into force in the future are presented in Note 5.7.
53
Note 4.5 Provisions
Accounting policy
A provision is recognised when the Group has a legal or actual obligation as a result of past events, and
it is probable that a cash outflow will be required to settle the obligation and the amount can be estimated
reliably. Provisions are not recognised on any estimated future operating losses. The interest expense
arising from the discounting of provisions to their current value is recognised in financial expenses.
Provisions are allocated between amounts expected to be realised within 12 months of the balance
sheet date (current) and amounts expected to be realised later (non-current).
Key judgements and estimates applied in restoration obligation
Puuilo’s provisions consist of restoration provisions of leased store premises. The provisions include the
estimated costs of restoring the store to its original state (asset retirement obligation). A corresponding
asset item of an amount equivalent to the provision is recognised in property, plant and equipment and
depreciated during the useful life of the asset. The provision and the corresponding asset item are
recognised in the balance sheet at the beginning of the lease term, in other words, at the same time as
the lease is recognised in the balance sheet.
The provisions for restoration obligations related to stores are determined on the basis of the net present
value of Puuilo’s total estimated unavoidable dismantling costs. The estimates are based on the future
estimated cost level, taking into account the effect of inflation, the cost development and discounting.
Assumptions are also used when assessing the time periods for which restoration costs are incurred.
Because the actual outflows can differ from the estimates due to changes in technology, prices and
conditions and can take place after many years in the future, the carrying amounts of the provisions are
regularly reviewed and adjusted to take into account any such changes.
The management estimates that the restoration obligations will be realised within 1–10 years.
The changes in the restoration provisions during the financial year:
Provisions
EUR million
On 1 February 2022
0.7
Additions
0.1
Amounts charged against provision
0.0
On 31 January 2023
0.8
of which
Current
-
Non-current
0.8
Total
0.8
EUR million
On 1 February 2021
0.6
Additions
0.1
Amounts charged against provision
0.0
On 31 January 2022
0.7
of which
Current
-
Non-current
0.7
Total
0.7
54
5 CAPITAL STRUCTURE AND FINANCING
Note 5.1 Capital management and net debt
The Group’s objective for the capital management is to safeguard the ability to continue as a going
concern, so that it can continue to provide returns for the shareholders and benefits for other
stakeholders and maintain an optimal capital structure in order to reduce the cost of capital.
The capital structure is regularly assessed by the Board of Directors when the Board monitors equity
and the level of net debt.
Interest-bearing net debt is calculated based on the consolidated balance sheet as follows:
EUR million
31 Jan 2023
31 Jan 2022
Non-current financial liabilities
Loans from financial institutions
69.9
69.8
Lease liabilities
43.5
36.3
Total non-current financial liabilities
113.4
106.1
Current financial liabilities
Lease liabilities
9.9
8.0
Total current financial liabilities
9.9
8.0
Total financial liabilities
123.2
114.1
Cash and cash equivalents
28.8
16.5
Net debt
94.4
97.6
Changes in net debt
Non-cash changes
EUR million
Net debt 1
Feb. 2022
Cash flows
New lease
agreements
Other
changes
Net debt 31
Jan. 2023
Cash and cash equivalents
16.5
12.3
28.8
Proceeds from loans from financial
institutions
8.0
8.0
Repayments of loans from financial
institutions
-8.0
-8.0
Loans from financial institutions
69.8
0.0
0.1
69.9
Lease liabilities
44.3
-8.6
10.2
7.4
53.4
Net debt
97.6
3.6
10.2
7.5
94.4
Non-cash changes
EUR million
Net debt 1
Feb. 2021
Cash flows
New lease
agreements
Other
changes
Net debt 31
Jan. 2022
Cash and cash equivalents
11.2
5.4
16.5
Proceeds from loans from financial
institutions
70.0
70.0
Repayments of loans from financial
institutions
-91.0
-91.0
Loans from financial institutions
89.9
-21.0
0.9
69.8
Lease liabilities
43.1
-7.6
6.6
2.2
44.3
Net debt
121.8
-23.2
6.6
3.1
97.6
55
Other changes include non-cash flow changes and interest payments, which are presented as operating
cash flows in the statement of cash flows.
Puuilo has a Group financing agreement totalling EUR 90 million. The refinancing agreement consist of
terms loans totalling EUR 70.0 million and a credit limit of EUR 20.0 million. The credit limit amounting
to EUR 8.0 million has been used during the financial period. The credit limit has been repaid during the
2022. (the limit has not been used during the comparison period). The loan will mature in full in June
2025.
The financing agreement includes standard covenants and terms and conditions concerning situations
in which the loan would mature. The agreement terms and conditions concerning the financial covenants
measure the company’s indebtedness by means of the net debt to EBITDA ratio. In addition, the interest
rate margin of the financing agreement is tied to the ratio of net debt and EBITDA. The loans under the
financing agreement are unsecured.
Compliance with the covenants and loan terms and conditions is monitored as part of the Group’s
financial reporting, and they are reported to the Board of Directors monthly and to the lenders on a
quarterly basis. No covenants were breached during the financial period or the comparison period.
Note 5.2 Equity
Puuilo’s equity consists of the share capital, the reserve for invested unrestricted equity, and retained
earnings. All of the company’s shares are presented as share capital. If the company purchases its
own shares, the purchase will be deducted from equity.
Puuilo Plc’s share capital is EUR 80,000 (EUR 80,000). The company has one type of shares. Each
share conveys one vote in the general meeting and a similar dividend. The shares do not have a nominal
value.
The reserve of invested non-restricted equity, EUR 29.0 million (EUR 29.0 million), includes the share
subscription prices to the extent not designated to be included in share capital.
Puuilo Group held 315,000 treasury shares on the balance sheet date of 31 January 2023 or (no treasury
shares in the comparison period). The acquisition cost of the shares, approximately EUR 1.5 million,
have been deducted from retained earnings in equity.
The Annual General Meeting held on 6 May 2021 decided on a share issue to the shareholders without
payment (“a split”). In the share issue without payment, new shares were issued in the proportion of
holding so that one (1) new share was issued per each existing share. After the share issue, the number
of the company’s shares totalled 80,215,860. The issued 40,107,930 shares were entered in the Trade
Register on 14 May 2021. In the initial public offering, the number of the shares increased by 4,561,093
shares. At the end of the financial year, the number of shares was 84,776,953.
In the 2022 financial period, the total amount of dividends distributed was EUR 25.4 million (EUR 0.30
per share). No dividends were paid in the 2021 financial period. The dividend proposed by the Board of
Directors to the Annual General Meeting has not been deducted from equity. Instead, dividends are
recognised on the basis of the resolution by the Annual General Meeting.
56
Share issue in connection to the IPO 2021
Trading in Puuilo Plc’s shares began on 24 June 2021. The listing consisted of a share issue and a
share sale. In the IPO, 4,561,093 new shares were issued and the total number of the company’s shares
after the listing was 84,776,953. The new shares were registered in the Finnish Trade Register on 23
June 2021. Puuilo received EUR 30.0 million in gross assets from the IPO, which were recognised in
the invested unrestricted equity fund. The company’s listing expenses in the financial year 2021 were
EUR 4.2 million, of which listing expenses recognised in equity were approximately EUR 1.4 million less
a tax effect of EUR 0.3 million. EUR 2.8 million of the expenses were recognised in profit and loss.
Note 5.3 Earnings per share
Accounting policy
The undiluted earnings per share was calculated by dividing the profit in accordance with the Group’s
income statement by the weighted average of the issued shares. The earnings per share adjusted by
the dilution effect is calculated otherwise in the same manner, but the weighted average takes into
account the diluting effect caused by the conversion of diluting potential shares to shares.
The earnings per share and the diluted earnings per share are shown in the following table:
EUR million
1 Feb 2022 -
31 Jan 2023
1 Feb 2021 -
31 Jan 2022
Basic earnings per share
Profit attributable to the owners of the Company
35.1
31.9
Profit used to determine basic earnings per share
35.1
31.9
Weighted average number of shares outstanding during the period
84 586 851
83 002 500
Basic earnings per share (EUR)
0.41
0.38
Diluted earnings per share
Profit used to determine diluted earnings per share
35.1
31.9
Weighted average number of shares outstanding during the period
84 586 851
83 002 500
Diluted earnings per share (EUR)
0.41
0.38
Note 5.4 Financial risk management
The Group’s operation exposes it to a variety of financial risks: a foreign exchange risk, cash flow interest
rate risk, credit risk and liquidity risk. The Group’s financial risk management strives to ensure liquidity
and minimize potential adverse effects of market fluctuations and unpredictability to Group’s financial
performance, balance sheet and cash flows.
The Board of Directors is responsible for the principles for overall risk management. The Group
management team is responsible for the practical implementation of financial risk management. This
includes the identification and assessment of risks and the tools needed to protect from them.
57
Foreign exchange risk
Puuilo is exposed to exchange rate risks through its purchases of goods. Unfavourable changes in
foreign exchange rates may increase the cost of products purchased in currencies other than euro, and
Puuilo may not be able to pass all such costs on to sales prices. Puuilo’s main foreign currency is the
US dollar. In the financial period that ended on 31 January 2023, approximately 90% of Puuilo’s
purchases were made in euros and approximately 10% in US dollars (80% and 20%, respectively, in
the 2021 financial period). Puuilo does not hedge its purchases in dollars. The table below shows
Puuilo’s transaction position at the balance sheet date and the sensitivity analysis. The sensitivity
analysis of the transaction position shows the impact of the Group’s order book on profit or loss before
taxes if the exchange rate change was +/-10%. The decrease in the transaction position arises from the
levelling off of the import purchases.
EUR million
31 Jan 2023
31 Jan 2022
Transaction exposure
6.3
9.5
Open exposure
6.3
9.5
Change +10%
-0.6
-1.1
Change -10%
0.7
0.9
Interest rate risk
The Group’s loans from financial institutions have variable interest rates, which exposes the Group’s
cash flow to interest rate risk. The carrying amount of these loans was EUR 70 million on 31 January
2023 (EUR 70 million). The Group has not used interest rate hedging, as the management has assessed
the interest rate risk to be insignificant, taking into account the moderate interest rate level increase.
Puuilo’s management assesses that the interest level increase will not have a significant effect on
Puuilo’s business operations or solvency. If necessary, Puuilo can use its cash assets to make additional
repayments in order to manage interest expenses.
The Group’s exposure to interest rate risk is presented in the table below:
EUR million
31 Jan 2023
31 Jan 2022
Fixed interest rate
Loans from financial institutions
-
-
Lease liabilities
53.4
44.3
Floating interest rate
Cash and cash equivalents
-
1.2
Loans from financial institutions
69.9
69.8
Floating interest rate position, total
69.9
71.0
If interest rates had been 1.0 percentage points higher and all other factors were unchanged, the post-
tax profit for the financial period would have been EUR 0.4 million (EUR 0.3 million) lower as a result of
interest expenses of the floating rate interest-bearing liabilities. If interest rates had been 1.0 percentage
points lower and all other factors were unchanged, the post-tax profit for the financial period would have
been EUR 0.1 million higher as a result of interest expenses of the floating rate interest-bearing liabilities.
The decrease in the interest rate level would not have affected profit after tax, as the reference rate was
negative during the comparison period. The sensitivity analysis is based on the risk position at the end
of each financial period.
58
Credit risk
The Group’s credit risk consists of credit risk related to business risks and the counterparty risk of other
financial instruments. The majority of the Group’s sales are cash transactions, sales on credit is possible
only to B2B customers. Trade receivables from B2B customers do not include a credit risk concentration,
as the Group’s customer base is widespread, and no customer or customer group is dominant from the
Group’s perspective. Credit losses affecting the result for the financial periods presented in these
financial statements were insignificant. Counterparty risk related to cash and cash equivalents is
managed by depositing cash and cash equivalents in large Nordic banks with solid ratings. The Group’s
cash and cash equivalents are fully available to the Group.
The maximum amount of the Group’s credit losses corresponds to the carrying amount of the financial
assets at the end of the financial period. The information is presented in Note 5.5.
Liquidity risk
Puuilo’s CFO monitors the Group’s liquidity situation and reports regularly to the Board of Directors and
CEO to ensure that the Group has sufficient cash for business needs and loan management. The Group
follows the financing required in business operations by analysing the operating cash flow forecasts and
inventory turnover in order to have sufficient liquid assets to fund the operations and to repay loans from
the financial institutions at maturity.
At the end of the financial period, the Group’s cash and cash equivalents totalled EUR 28.8 million (EUR
16.5 million). At the end of the financial period, the Group’s trade receivables totalled EUR 4.1 million
(EUR 4.0 million), including bank and credit card receivables. The Group had a revolving credit facility
of EUR 15.0 million (credit limit of EUR 2.3 million and revolving credit limit facility of EUR 15.0 million).
The revolving credit facility amounting to EUR 8.0 million has been used during the financial period. The
credit facility limit has been repaid during 2022 and the withdrawable amount have corresponded to the
total amounts of the credit facility. The credit facility has not been used during the comparison period.
In addition to financial assets and liabilities, Puuilo’s liquidity is based on cash flow from operations and
management of the change in net working capital. The net working capital is mainly affected by the
inventory turnover and trade payables. Puuilo’s net cash flow generated from operating activities was
EUR 50.4 million (EUR 9.7 million) in the 2022 financial period. A significant portion of Puuilo’s net sales
is generated from sales paid with cash or with credit cards. In addition, the company has some trade
receivables mainly from sales to corporate customers, as described above. Puuilo has a strong cash
flow generated from the operating activities, which it plans to use to finance the payments described in
the table below. If necessary, Puuilo can also utilise its unused revolving credit facility in liquidity
management.
59
The table below shows the Group’s financial liabilities by maturity group based on the remaining maturity
at the balance sheet date. The amounts presented are contractual, undiscounted cash flows.
EUR million
Under 1
year
1-2 years
3-5 years
Over 5
years
Contractual
undiscounted cash
flows
Carrying
value
31 Jan 2023
Non-derivatives
Loans from financial
institutions
2.7
2.7
71.3
76.6
69.9
Lease liabilities
11.4
10.5
23.6
13.4
58.9
53.4
Trade payables
16.1
16.1
16.1
Other payables
0.3
0.3
0.3
Total
30.4
13.1
94.9
13.4
151.9
139.6
EUR million
Under 1
year
1-2 years
3-5 years
Over 5
years
Contractual
undiscounted cash
flows
Carrying
value
31 Jan 2022
Non-derivatives
Loans from financial
institutions
0.8
0.8
70.4
71.9
69.8
Lease liabilities
9.2
8.6
19.5
11.1
48.4
44.3
Trade payables
13.2
13.2
13.2
Other payables
0.1
0.1
0.1
Total
23.3
9.4
89.8
11.1
133.5
127.4
Other payables do not include advances received, income tax liabilities, value-added tax liabilities as
well as liabilities related to salaries and social security expenses, as they are not classified as financial
liabilities. Other payables in the table include accrued interest related to the loans from financial
institutions. Other accrued expenses are not classified as financial liabilities and are not included in the
table. Other liabilities are presented in Note 3.3.
Note 5.5 Financial assets and liabilities
Accounting policy
Financial assets
The Group’s financial assets consist of trade receivables, other financial receivables and cash and cash
equivalents.
The Group applies a simplified approach in accordance with IFRS 9 that takes into account the expected
life of receivables for all trade receivables and contractual receivables. The Group management
estimates that the credit risk of trade receivables is insignificant. The IFRS 9 impairment requirement
also applies to cash, but the impairment loss is insignificant.
Trade receivables are written down if the Group does not have a reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others, include the
debtor’s non-commitment to a repayment plan.
60
Impairment losses on trade receivables are presented as a net amount in operating profit. Subsequent
payments on previously recognised credit losses are recognised in the same line item.
Cash and cash equivalents include cash on hand as well as bank deposits. Financial assets are held to
collect contractual cash flows. The contractual cash flows consist exclusively of principal and interest
on the principal amount outstanding. Financial assets are initially measured at fair value and
subsequently measured at amortised cost. Impairment losses are presented in other operating
expenses in the statement of comprehensive income.
Financial assets are derecognised when the rights to receive cash flows from the financial asset have
expired or the item included in the financial assets has been transferred from the Group, and when the
risks related to ownership have been transferred from the Group.
Cash and cash equivalents
EUR million
31 Jan 2023
31 Jan 2022
Cash in hand and at bank
28.8
16.5
Total
28.8
16.5
Key judgements and estimates applied in accounting for credit losses
Trade receivables for the financial period or the comparison period did not include material overdue
receivables. The amount of trade receivables and impairment losses recognised on them has been
insignificant. In addition, the amount of the company’s trade receivables in relation to the volume of
business has been low, as a significant portion of the company’s sales is paid in the company’s stores
at the time of purchase. Due to the above, the Group management has exercised judgement and
estimated that the credit loss risk of trade receivables is not considered to be essential and has not
recognised the expected credit losses in the financial statements.
Financial liabilities
The financial liabilities include loans from financial institutions, accrued interests, lease liabilities and
trade payables.
Financial liabilities are initially recognised at their fair value less the transaction costs incurred. After the
initial recognition, financial liabilities are measured at amortised cost using the effective interest rate
method.
A financial liability is classified as current when it will be settled within 12 months from the reporting date
or when the Group does not have an unconditional right to defer settlement of the liability to more than
12 months after the reporting date. Financial liabilities which fall due within 12 months after reporting
date are classified as current, even if the long-term refinancing agreement has been completed after
the reporting date and prior to the approval of the financial statements. If a covenant is breached on or
before the reporting date with the effect that the liability becomes payable on demand, the liability is also
classified as current. If liabilities are classified as current due to a covenant breach, they are presented
in the amount to be redeemed.
A financial liability is derecognised from the balance sheet when it is discharged, cancelled or it expires.
61
Financial assets and liabilities by valuation category
EUR million, 31 Jan 2023
Measured at
amortised cost
Fair value through
profit or loss
Carrying
amount
Current financial assets
Trade receivables
4.1
4.1
Other financial assets
0.0
0.0
Cash and cash equivalents
28.8
28.8
Total
32.9
32.9
EUR million, 31 Jan 2023
Measured at
amortised cost
Fair value through
profit or loss
Carrying
amount
Non-current financial liabilities
Loans from financial institutions
69.9
69.9
Lease liabilities
43.5
43.5
Current financial liabilities
Lease liabilities
9.9
9.9
Trade payables
16.1
16.1
Accrued interests
0.3
0.3
Total
139.6
139.6
EUR million, 31 Jan 2022
Measured at
amortised cost
Fair value through
profit or loss
Carrying
amount
Current financial assets
Trade receivables
4.0
4.0
Other financial assets
0.6
0.6
Cash and cash equivalents
16.5
16.5
Total
21.1
21.1
EUR million, 31 Jan 2022
Measured at
amortised cost
Fair value through
profit or loss
Carrying
amount
Non-current financial liabilities
Loans from financial institutions
69.8
69.8
Lease liabilities
36.3
36.3
Current financial liabilities
Lease liabilities
8.0
8.0
Trade payables
13.2
13.2
Accrued interests
0.1
0.1
Total
127.4
127.4
Other financial assets include receivables related to annual discounts on purchases and product
complaints to be invoiced from suppliers. Other prepaid expenses are not classified as financial assets
and are therefore not presented in the table. Prepaid expenses are presented in more detail in Note 3.2.
Accrued liabilities include only accrued interest since other accrued liabilities are not classified as
financial liabilities. Other liabilities are presented in more detail in Note 3.3.
62
The carrying amounts of current items are estimated to substantially correspond to their fair values. The
fair values of the loans from financial institutions are as follows:
EUR million
Carrying amount
Fair value
31 Jan 2023
69.9
70.0
31 Jan 2022
69.8
70.0
The fair values of loans from financial institutions are based on cash flows discounted at the interest
rate on the reporting date. Loans from financial institutions are classified in level 3 of the fair value
hierarchy because they are determined by using non-observable inputs, such as own credit risk.
Financial assets and liabilities measured at fair value
The levels of the fair value hierarchy describe the extent to which the valuation method is based on
observable data. To determine fair values:
Level 1: Fair values are based on (unadjusted) quoted prices in active markets for identical assets or
liabilities.
Level 2: Financial instruments are not traded in an active and liquid market, but their fair values can be
calculated using market data.
Level 3: If one or more of the significant inputs are not based on observable market data, the instrument
is included in Level 3. This applies to unlisted equity securities.
Note 5.6 Finance income and costs
Accounting policy
Finance costs consist of interest expenses on the loans from financial institutions, interest expenses on
lease liabilities and other finance costs.
Transaction costs related to loans from financial institutions are recognised in the income statement
using the effective interest method. The effective interest rate is the rate that exactly discounts estimated
future cash payments through the expected life of the loan to the present value. The calculation includes
all fees and transaction costs paid by the parties to the contract.
Finance income
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Interest income
0.0
0.0
Total finance income
0.0
0.0
Finance costs
EUR million
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Interest expenses on loans from financial
institutions
1.2
1.9
Interest expenses on lease liabilities
1.4
1.3
Other financial costs
0.5
1.4
Total finance costs
3.1
4.5
63
Note 5.7 Contingent liabilities
Accounting policy
Contingent liability is a liability that arises from past events and whose existence will be confirmed in the
future, or an existing obligation that is not recognised in the balance sheet because its realisation is not
probable, or the amount of the obligation cannot be determined with sufficient reliability.
Contingent liabilities are not recognised in the balance sheet. They are presented as disclosures unless
the possibility of the realisation the liability is remote.
Puuilo’s contingent liabilities consist of lease liabilities for the leases with the lease term beginning after
the end of the reporting period and are therefore not recognised in the balance sheet. The Group’s
financial institution loan is unsecured.
Puuilo has committed to leases, the lease term of which will begin in the future, and which are, therefore,
not recognised in the balance sheet as right-of-use assets or lease liabilities. The minimum lease
payments under these agreements are shown in the table below:
EUR million
31 Jan 2023
31 Jan 2022
Liability for lease agreements that will enter into force in the future
17.4
19.0
64
6 OTHER NOTES
Note 6.1 Related parties
Puuilo Group is controlled by Puuilo Plc. In addition, Puuilo’s related parties include key personnel of
the Puuilo Group, their close family members and companies controlled by them. The key personnel
include the members of the Board of Directors, the CEO, and the Group management team.
The Puuilo Group purchases some products it sells in its stores from companies owned by related
parties. These companies manufacture products that are part of Puuilo’s product assortment. In addition,
the company leases business premises from related parties. The Group’s lease liabilities to related
parties include the present value of the future lease payments of the above-mentioned leased premises.
Transactions with related parties have taken place at market price and on normal terms. All Puuilo
employees are entitled to the ordinary personnel discount in Puuilo stores. A related party employed by
Puuilo is entitled to this discount. This information has not been presented as related party transactions.
The following transactions were carried out with related parties:
Income statement
EUR million
1 Feb 2022 - 31 Jan
2023
1 Feb 2021 - 31 Jan
2022
Net sales
0.0
0.0
Materials and services
2.4
2.2
Rent and other operating expenses
0.5
0.5
Balance sheet
EUR million
31 Jan 2023
31 Jan 2022
Sales receivables
0.0
0.0
Trade payables
0.1
0.1
Lease liabilities (IFRS 16)
1.8
1.7
The shareholdings of the members of the Board of Directors, the CEO and the other members of the
management team were as follows:
31 Jan 2023
31 Jan 2022
The Board of Directors
5 895 154
6 022 886
CEO
297 712
294 960
Management Team excl. CEO
470 414
433 977
The remuneration of the management team is presented in Note 2.3.
Note 6.2 Group structure and consolidation
Puuilo Plc (the parent company), and its wholly owned subsidiaries Puuilo Invest II Ltd and Puuilo
Tavaratalot Ltd have been consolidated in the financial statements of Puuilo Group. All companies are
domiciled in Helsinki.
65
Accounting policy
Subsidiaries
The subsidiaries are fully consolidated from the date of acquisition, i.e. from the date on which control
is transferred to the Group until the date that control ceases. Puuilo has control over an entity when
Puuilo is exposed to, or entitled to, the company’s variable returns and has the ability to influence those
returns by prescribing the principles of the entity’s operations.
The Consolidated Financial Statements have been prepared using the acquisition method.
Intercompany transactions, receivables and liabilities and unrealised gains are eliminated. Unrealised
losses are also eliminated unless the transaction indicates an impairment of the asset transferred.
Note 6.3 Significant events after the end of the reporting period
Flagging Notification
On 15 February 2023 Puuilo received a notification in accordance with Chapter 9, Section 6 and 7 of
the Finnish Securities Markets Act. According to the notification, Adelis Holding I AB’s indirect holdings
in shares fell below the flagging threshold of 20% and was 18.66% after the transaction.
Proposal of the Shareholders’ Nomination Board
The shareholders’ Nomination Board of Puuilo Plc proposes that current members of the Board of
Directors Bent Holm, Mammu Kaario, Rasmus Molander and Markku Tuomaala will be re-elected. The
Nomination Board also proposes that Lasse Aho and Tuomas Piirtola will be elected as new members
to the Board of Directors. Current members of the Board of Directors Tomas Franzén and Timo Mänty
have notified that they are no longer available to be elected as members of the Board of Directors. The
Nomination Board proposes to the Annual General Meeting that Lasse Aho will be elected as a
Chairman of the Board of Directors.
The Nomination Board proposes that the remunerations of the members of the Board of Directors fees
are same as the current remuneration fees.
Note 6.4 New accounting standards
At the balance sheet date, there are no new standards or amendments known that are not yet effective
and that are expected to have a material impact on the entity in the current or future reporting periods
and on foreseeable future transactions.
66
Parent company Financial Statements
Parent company’s income statement
EUR
1 Feb 2022 - 31 Jan 2023
1 Feb 2021 - 31 Jan 2022
Net sales
1,324,482.72
967,157.91
Personnel expenses
Salaries and remuneration
-1,224,284.96
-920,949.98
Personnel expenses
Pension costs
-173,146.53
-119,869.25
Other personnel expenses
-32,240.61
-35,311.89
Personnel cost, total
-1,429,672.10
-1,076,131.12
Other operating expenses
-1,426,090.30
-3,297,307.91
Operating profit (loss)
-1,531,279.68
-3,406,281.12
Financial income and expenses
Revenue from shares in other Group
companies
9,354,773.12
852,077.78
Other interest and financial income
From others
0.00
95.58
Interest expenses and other financial expenses
To Group companies
0.00
-30,000.00
To others
-1,085,572.58
-1,986,646.58
Financial income and expenses, total
8,269,200.54
-1,164,473.22
Profit (loss) before appropriations and taxes
6,737,920.86
-4,570,754.34
Appropriations
Group contribution
Group contributions received
42,934,411.29
36,067,390.66
Appropriations, total
42,934,411.29
36,067,390.66
Income taxes
Taxes for the financial period
-8,375,132.52
-6,311,676.13
Income taxes, total
-8,375,132.52
-6,311,676.13
Profit (loss) for the financial period
41,297,199.63
25,184,960.19
67
Parent company’s balance sheet
EUR
31 Jan 2023
31 Jan 2022
Assets
Non-current assets
Investments
Shares in Group companies
19,954.85
19,954.85
Investments total
19,954.85
19,954.85
Non-current assets total
19,954.85
19,954.85
Current assets
Receivables
Current
Receivables from Group companies
154,249,516.07
138,926,427.09
Other receivables
25.20
-
Accrued income
66,357.88
85,794.01
Current total
154,315,899.15
139,012,221.10
Cash at hand and in banks
328,247.20
2,107,663.45
Current assets total
154,644,146.35
141,119,884.55
Assets total
154,664,101.20
141,139,839.40
EUR
31 Jan 2023
31 Jan 2022
Liabilities
Equity
Share capital
80,000.00
80,000.00
Reserve for invested unrestricted equity
30,000,004.98
30,000,004.98
Profit (loss) for previous financial periods
31,440,985.96
33,185,997.37
Profit (loss) for the financial period
41,297,199.63
25,184,960.19
Equity total
102,818,190.57
88,450,962.54
Liabilities
Non-current
Loans from financial institutions
50,000,000.00
50,000,000.00
Non-current total
50,000,000.00
50,000,000.00
Current
Trade payables
95,078.81
93,310.94
Liabilities to Group companies
81,279.78
34,812.27
Other liabilities
109,454.80
110,040.11
Deferred liabilities
1,560,097.24
2,450,713.54
Current total
1,845,910.63
2,688,876.86
Liabilities total
51,845,910.63
52,688,876.86
Liabilities total
154,664,101.20
141,139,839.40
68
Parent company’s cash flow statement
EUR
1 Feb 2022 - 31
Jan 2023
1 Feb 2021 - 31
Jan 2022
Cash flow from operating activities:
Profit (loss) before appropriations and taxes
6,737 920.86
-4,570,754.34
Adjustments:
Financial income and expenses
-8,269 200.54
1,164,473.22
Other adjustments
0.00
79,931.88
Cash flow before change in working capital
-1,531 279.68
-3,326,349.24
Change in working capital:
Increase(-)/decrease(+) of non-interest-bearing current
accounts receivable
9,506.36
-143,485.39
Increase(-)/decrease(+) of non-interest-bearing current
liabilities
32,468.21
13,925.59
Cash flow from operating activities before financial items and
taxes
-1,489,305.11
-3,455,909.04
Paid interest and payments from other financial expenses from
operating activities
-952,619.16
-603,417.68
Financial income from operating activities
0.00
95.58
Direct taxes paid
-9,429,987.89
-7,409,938.05
Cash flow before extraordinary items
-11,871,912.16
-11,469,169.19
Cash flow from operating activities (A)
-11,871,912.16
-11,469,169.19
Cash flow from investment activities:
Dividends received from investments
-
-
Returns of capital from other investments
-
-
Cash flow from investment activities (B):
-
-
Financing cash flow:
Rights issue
-
28,591,090.78
Withdrawals of long-term loans
-
50,000,000.00
Dividends paid
-25,385,835.90
-
Acquisition of own shares
-1,544,135.70
-
Change in Group financing
37,022,467.51
-65,365,187.73
Financing cash flow (C):
10,092,495.91
13,225,903.05
Changes in cash and cash equivalents (A+B+C)
increase(+)/decrease(-)
-1,779,416.25
1,756,733.86
Cash and cash equivalents at the beginning of the financial
period
2,107,663.45
350,929.59
Cash and cash equivalents at the end of the financial period
328,247.20
2,107,663.45
69
Notes to the parent company’s financial statements
Accounting policies
Puuilo Plc’s financial statements have been prepared in accordance with the Finnish Accounting Act
and ordinances and other statutes concerning the preparation of financial statements.
Trade receivables, accrued income and other receivables are recognised at their nominal value or their
lower probable value. Liabilities are recognised at their nominal value.
The financial statements have been prepared in accordance with the measurement and recognition
principles and methods prescribed in chapter 2, section 2 a of the Accounting Ordinance.
Significant events in the financial period
Performance matching share plan for key employees
On 20 April 2022 the Board of Directors of Puuilo Plc decided to launch a new share-based incentive
plan for the key employees of the company. The aim of the plan is to align the objectives of the
shareholders and the key employees in order to increase the value of the company in the long-term.
The Performance Matching Share Plan includes one performance period, spanning approximately
financial years 2022 – 2024. The performance criteria are the Total Shareholder Return of the Puuilo
share (TSR) and the Adjusted EBITA of the Puuilo Group. The target group of the plan consists of a
maximum of 75 persons, including the CEO, members of the Management Team, Store Managers and
other key personnel. Primarily, the rewards from the plan will be paid partly in the company’s shares
and partly in cash by the end of May 2025. The cash proportion is intended to cover taxes and tax-
related costs arising from the reward to the participant. The rewards to be paid on the basis of the plan
correspond to the value of an approximate maximum total of 315,000 Puuilo Plc shares, including the
proportion to be paid in cash. The final number of shares will depend on the participants’ personal share
acquisitions and the achievement of the targets set for the performance criteria.
Change of guidance
On 7 September 2022 Puuilo changed its guidance for the financial year 2022 with a stock exchange
release. According to the updated forecast net sales would increase. However, net sales growth was
forecasted to be below the long-term annual growth target for the current financial year (net sales annual
organic growth in excess of 10%). Puuilo forecasted adjusted EBITA to be EUR 40 – 50 million. Refined
outlook for adjusted EBITA given in connection with Q3/2022 business review was EUR 46-50 million.
With a stock exchange release on 25 May 2022 Puuilo forecasted adjusted EBITA to be EUR 35–45
million.
Repurchase of own shares
On 17 June 2022, Puuilo announced that the company’s Board of Directors had decided to use the
authorization given by the Annual General Meeting held on 17 May 2022 to repurchase the company’s
own shares.
70
The repurchases started on 22 June 2022 and ended on 30 June 2022. During this period, Puuilo
repurchased 315,000 shares for an average price of EUR 4.9020 per share, corresponding to
approximately 0.37% of the total number of the company’s shares, which is 84,776,953.
The repurchased shares are to be used for pay-outs under the share-based incentive plans of Puuilo
Plc. The shares were repurchased through public trading on Nasdaq Helsinki at the market price
prevailing at the time of repurchase.
Following the repurchases, the company holds a total of 315,000 shares.
Significant events after the end of the reporting period
Flagging Notification
On 15 February 2023 Puuilo received a notification in accordance with Chapter 9, Section 6 and 7 of
the Finnish Securities Markets Act. According to the notification, Adelis Holding I AB’s indirect holdings
in shares fell below the flagging threshold of 20% and was 18.66% after the transaction.
Proposal of the Shareholders’ Nomination Board
The shareholders’ Nomination Board of Puuilo Plc proposes that current members of the Board of
Directors Bent Holm, Mammu Kaario, Rasmus Molander and Markku Tuomaala will be re-elected. The
Nomination Board also proposes that Lasse Aho and Tuomas Piirtola will be elected as new members
to the Board of Directors. Current members of the Board of Directors Tomas Franzén and Timo Mänty
have notified that they are no longer available to be elected as members of the Board of Directors. The
Nomination Board proposes to the Annual General Meeting that Lasse Aho will be elected as a
Chairman of the Board of Directors.
The Nomination Board proposes that the remunerations of the members of the Board of Directors fees
are same as the current remuneration fees.
71
Notes to the income statement
Net sales
EUR
1 Feb 2022 - 31 Jan
2023
1 Feb 2021 - 31 Jan
2022
Management fees charged from group companies
1,324,482.72
967,157.91
Total
1,324,482.72
967,157.91
Finance income and cost
EUR
1 Feb 2022 - 31 Jan
2023
1 Feb 2021 - 31 Jan
2022
Dividend income from Group companies
7,947,495.34
0.00
Interest and financial income from other Group companies
1,407,277.78
852,077.78
Interest income from others
0.00
95.58
Interest expenses to Group companies
0.00
-30,000.00
Interest expenses to others
-1,085,572.58
-1,986,646.58
Total
8,269,200.54
-1,164,473.22
Notes to the assets in balance sheet
Material items included in accrued income
EUR
31 Jan 2023
31 Jan 2022
Prepaid expenses
66,318.99
18,600.00
Other
38.89
67,194.01
Total
66,357.88
85,794.01
Receivables from Group companies
EUR
31 Jan 2023
31 Jan 2022
Group loan receivables
69,400,000.00
69,400,000.00
Trade receivables
136,863.22
126,958.65
Group contribution receivables
74,505,801.95
68,547,390.66
Other
10,206,850.90
852,077.78
Total
154,249,516.07
138,926,427.09
72
Notes to the liabilities in balance sheet
Equity
EUR
31 Jan 2023
31 Jan 2022
Share capital at the beginning of the financial period
80,000.00
2,500.00
Share capital at the end of the financial period
80,000.00
80,000.00
Restricted equity total at the end of the financial period
80,000.00
80,000.00
Reserve for invested unrestricted equity at the beginning of the financial
period
30,000,004.98
0.00
Share issue
-
30,000,004.98
Return of capital
30,000,004.98
30,000,004.98
Reserve for invested unrestricted equity at the end of the financial
period
33,185,997.37
4,224,740.31
Profit (loss) for previous financial periods at the beginning of the financial
period
25,184,960.19
29,038,757.06
Transfer of profit (loss) from previous financial period
-25,385,835.90
-
Dividend distribution
-1,544,135.70
-
Profit (loss) for previous financial periods at the end of the financial
period
31,440,985.96
33,185,997.37
Profit (loss) for the financial period
41,297,199.63
25,184,960.19
Unrestricted equity at the end of the financial period
102,738,190.57
88,370,962.54
Equity total
102,818,190.57
88,450,962.54
Calculation of distributable funds in equity
EUR
31 Jan 2023
31 Jan 2022
Profit (loss) for previous financial periods
31,440,985,96
33,185,997.37
Profit (loss) for the financial period
41,297,199.63
25,184,960.19
Reserve for invested unrestricted equity
30,000,004.98
30,000,004.98
Distributable funds total
102,738,190.57
88,370,962.54
Material items included in deferred liabilities
EUR
31 Jan 2023
31 Jan 2022
Salary accruals
49,331.52
49,826.72
Social security costs
53,165.78
45,680.33
Holiday pay expenses
160,892.30
136,596.90
Interest expenses
187,200.00
54,246.58
Income tax
1,109,507.64
2,164,363.01
Total
1,560,097.24
2,450,713.54
73
Notes on auditors’ fees
EUR
31 Jan 2023
31 Jan 2022
Audit
57,000.00
50,000.00
Other services*
307.44
1,008,519.59
Total
57,307.44
1,045,569.59
* Includes the fees related to the company’s IPO
Notes on personnel
31 Jan 2023
31 Jan 2022
Average number of personnel
7
6
Total
7
6
Personnel expenses
EUR
31 Jan 2023
31 Jan 2022
Salaries for the financial period
1,224,284.96
920,949.98
Pension costs
173,146.53
119,869.25
Personnel expenses
32,240.61
35,311.89
Total
1,429,672.10
1,076,131.12
Holdings in other companies
Name of company
Registered office
Ownership interest (%)
Puuilo Invest II Ltd
Helsinki
100.00
Puuilo Tavaratalot Ltd*
Helsinki
100.00
*A wholly owned subsidiary of Puuilo Invest II Ltd.
74
Signatures
This document has been signed electronically with the signature service provided by Suomen
Sopimustieto.
Date and signature
In Helsinki,
13 April 2023
Timo Mänty
Tomas Franzén
Chairman of the Board
Member of the Board of
Directors
Bent Holm
Mammu Kaario
Member of the Board of
Directors
Member of the Board of
Directors
Rasmus Molander
Markku Tuomaala
Member of the Board of
Directors
Member of the Board of
Directors
Juha Saarela
CEO
Auditor’s report
An auditor’s report has been issued today.
In Helsinki,
13 April 2023
PricewaterhouseCoopers Ltd
Authorised Public Accountants
Mikko Nieminen
APA
Auditor’s Report (Translation of the Finnish Original)
To the Annual General Meeting of Puuilo Oyj
Report on the Audit of the Financial Statements
Opinion
In our opinion
• the consolidated financial statements give a true and fair view of the group’s financial position and financial
performance and cash flows in accordance with International Financial Reporting Standards (IFRS) as
adopted by the EU
• the financial statements give a true and fair view of the parent company’s financial performance and financial
position in accordance with the laws and regulations governing the preparation of the financial statements in
Finland and comply with statutory requirements.
Our opinion is consistent with the additional report to the Audit Committee.
What we have audited
We have audited the financial statements of Puuilo Oyj (business identity code 2726573-8) for the year ended
31 January 2023. The financial statements comprise:
• the consolidated balance sheet, statement of comprehensive income, statement of changes in equity,
statement of cash flows and notes, including a summary of significant accounting policies
• the parent company’s balance sheet, income statement, statement of cash flows and notes.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good
auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We are independent of the parent company and of the group companies in accordance with the ethical
requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, the non-audit services that we have provided to the parent company
and to the group companies are in accordance with the applicable law and regulations in Finland and we have
not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No 537/2014. The non-
audit services that we have provided are disclosed in note 2.3 to the Financial Statements.
75
Our Audit Approach
Overview
• We determined that overall group materiality EUR 2.0 million. We have
assessed that in Puuilo Group audit material are misstatements whose impact
individually or in aggregate is at the level of 5% of profit before tax.
• The group audit scope encompassed the following Puuilo companies: Puuilo
Oyj, Puuilo Invest II Oy and Puuilo Tavaratalot Oy
• Valuation of inventory
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements. In particular, we considered where management made subjective judgements; for
example, in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the financial statements are free from material misstatement. Misstatements
may arise due to fraud or error. They are considered material if individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial
statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including
the overall group materiality for the consolidated financial statements as set out in the table below. These,
together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing
and extent of our audit procedures and to evaluate the effect of misstatements on the financial statements as a
whole.
76
Overall group materiality
EUR 2.0 million (previous year EUR 2.0 million)
How we determined it
5% of profit before tax
Rationale for the materiality
benchmark applied
We chose the benchmark applied because, in our view, it is the
benchmark against which the performance of the group is most
commonly measured by users. Also, profit before tax is a generally
How we tailored our group audit scope
We tailored the scope of our audit, taking into account the structure of the group, the accounting processes and
controls, and the industry in which the group operates.
The group audit scope encompassed the following Puuilo companies: Puuilo Oyj, Puuilo Invest II Oy and Puuilo
Tavaratalot Oy
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
As in all of our audits, we also addressed the risk of management override of internal controls, including among
other matters consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Key audit matter in the audit of the group
How our audit addressed the key audit matter
Valuation of inventory
Reference to note 3.1 Inventories
Puuilo Group balance sheet includes inventories in
amount of EUR 89,9 (2021: 92,2) million.
The cost of inventories corresponds to the
purchasing cost for the goods determined using the
weighted average cost method. The cost of finished
goods comprises all costs of purchase including
vendor allowances, direct freight and handling costs.
Inventories are measured at the lower of cost and net
realisable value.
In our audit we focused on the measurement of cost
of inventories including accounting of vendor
allowances. Also, we focused on assessment of net
realisable value prepared by Puuilo and the
underlying assumptions.
Inventories is key audit matter due to the significance
the inventories balance, the size of store network and
risk that is related to inventories valuation.
Our procedures included the following procedures,
among others:
− We assessed the appropriateness of
inventories accounting principles applied by
Puuilo by comparing to applicable
accounting standards.
− We walked through inventories key
processes and controls. We tested the
effectiveness of selected key controls.
− We compared inventory cost value of
selected items to purchase invoices.
− We tested appropriateness of weighted
average cost method calculation.
− We walked through supplier allowances
calculations and carried out selected testing
of accounting of those.
− We walked through turnover of inventory
compared to sale to identify impairments..
77
We have no key audit matters to report with respect to our audit of the parent company financial statements.
There are no significant risks of material misstatement referred to in Article 10(2c) of Regulation (EU) No
537/2014 with respect to the consolidated financial statements or the parent company financial statements.
Responsibilities of the Board of Directors and the Managing Director for the Financial
Statements
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial
statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS)
as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and
regulations governing the preparation of financial statements in Finland and comply with statutory requirements.
The Board of Directors and the Managing Director are also responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are responsible for
assessing the parent company’s and the group’s ability to continue as a going concern, disclosing, as
applicable, matters relating to going concern and using the going concern basis of accounting. The financial
statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the
parent company or the group or to cease operations, or there is no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
parent company’s or the group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
78
• Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going
concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the parent company or the
group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events so that the financial
statements give a true and fair view.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Reporting Requirements
Appointment
We were first appointed as auditors by the annual general meeting on 26 April 2017. Our appointment
represents a total period of uninterrupted engagement of 6 years. Puuilo Oyj became a public-interest entity 24
June 2021.
Other Information
The Board of Directors and the Managing Director are responsible for the other information. The other
information comprises the report of the Board of Directors.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. Our responsibility also
79
includes considering whether the report of the Board of Directors has been prepared in accordance with the
applicable laws and regulations.
In our opinion
• the information in the report of the Board of Directors is consistent with the information in the financial
statements
• the report of the Board of Directors has been prepared in accordance with the applicable laws and
regulations.
If, based on the work we have performed, we conclude that there is a material misstatement of the report of the
Board of Directors, we are required to report that fact. We have nothing to report in this regard.
Helsinki 13 April 2023
PricewaterhouseCoopers Oy
Authorised Public Accountants
Mikko Nieminen
Authorised Public Accountant (KHT)
80
Independent Auditor’s Reasonable Assurance Report on
Puuilo Oyj’s ESEF Financial Statements (Translation of the
Finnish original)
To the Management of Puuilo Oyj
We have been engaged by the Management of Puuilo Oyj (business identity code 2726573-8) (hereinafter also
“the Company”) to perform a reasonable assurance engagement on the Company’s consolidated IFRS financial
statements for the financial year 1 February 2022 – 31 January 2023 in European Single Electronic Format
(“ESEF financial statements”) version 743700UJUT6FWHBXPR69-2023-01-31-fi.zip.
Management’s Responsibility for the ESEF Financial Statements
The Management of Puuilo Oyj is responsible for preparing the ESEF financial statements so that they comply
with the requirements as specified in the Commission Delegated Regulation (EU) 2019/815 of 17 December
2018 (“ESEF requirements”). This responsibility includes the design, implementation and maintenance of internal
control relevant to the preparation of ESEF financial statements that are free from material noncompliance with
the ESEF requirements, whether due to fraud or error.
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behaviour.
Our firm applies International Standard on Quality Management 1, which requires the firm to design, implement
and operate a system of quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Our Responsibility
Our responsibility is to express an opinion on the ESEF financial statements based on the procedures we have
performed and the evidence we have obtained.
We conducted our reasonable assurance engagement in accordance with the International Standard on
Assurance Engagements (ISAE) 3000 (Revised) Assurance Engagements Other than Audits or Reviews of
Historical Financial Information. That standard requires that we plan and perform this engagement to obtain
reasonable assurance about whether the ESEF financial statements are free from material noncompliance with
the ESEF requirements.
A reasonable assurance engagement in accordance with ISAE 3000 (Revised) involves performing procedures to
obtain evidence about the ESEF financial statements compliance with the ESEF requirements. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material noncompliance of
the ESEF financial statements with the ESEF requirements, whether due to fraud or error. In making those risk
assessments, we considered internal control relevant to the Company’s preparation of the ESEF financial
statements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
81
Opinion
In our opinion, Puuilo Oyj’s ESEF financial statements for the financial year ended 31 January 2023 comply, in all
material respects, with the minimum requirements as set out in the ESEF requirements.
Our reasonable assurance report has been prepared in accordance with the terms of our engagement. We do not
accept, or assume responsibility to anyone else, except for Puuilo Oyj for our work, for this report, or for the
opinion that we have formed.
Helsinki
PricewaterhouseCoopers Oy
Authorised Public Accountants
Mikko Nieminen
Authorised Public Accountant (KHT)
82
ESEF-report: Basic informations of company
Name of reporting entity or other means of identification Domicile
of entity
Legal form of entity
Country of incorporation
Address of entity's registered office
Principal place of business
Description of nature of entity's operations and principal activities
Name of parent entity
Name of ultimate parent of group
Puuilo Oyj
Finland
Oyj
Finland
Pakkalankuja 6, 01510 Vantaa, Finland
Helsinki
Retail
Puuilo Oyj
Puuilo Oyj
Explanation of change in name of reporting entity or other means of identification from end of preceding reporting period
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