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QPR SOFTWARE PLC
FINANCIAL STATEMENTS
AND BOARD OF DIRECTORS’
REPORT
2024
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Financial Statements and Board of Directors’ Report 2024
Board of Directors’ Report 3
Consolidated Comprehensive Financial Statements 25
Parent Company’s Financial Statements 62
Signature of Board of Directors’ Report and Financial Statements 80
Auditor’s Note 80
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BOARD OF DIRECTOR’S REPORT
Summary of the Financial Year 2024
• SaaS net sales increased by +15%
• Software net sales increased by +14%
• Net sales were 6,614 thousand euros, down -12% (7,750) due to company’s discontinuation of
consulting outside the core business.
• EBITDA was 1,020 thousand euros (182), a difference of +838 thousand euros from the
corresponding period
• The operating profit was -16 thousand euros (-813), a difference of +797 thousand euros from
the corresponding period.
• Profit before taxes was -103 thousand euros (-924), a difference of +821 thousand euros from
the corresponding period.
• The result was -82 thousand euros (-924), a difference of +842 thousand euros from the
corresponding period.
• Earnings/share was -0.005 euros (-0.055)
• Cash flow from operations 806 thousand euros (849), a difference of -43 thousand euros
from the corresponding period.
REPORTING AND BUSINESS OPERATIONS
QPR Software Plc is a pioneer in business process optimization solutions and has positioned itself
as a leading player in Digital Twin of an Organization (DTO) technology and one of the most
advanced process mining software companies in the world.
QPR innovates, develops, and delivers software for analyzing, monitoring and modeling the
operations of organizations. The company also offers consulting services to ensure that customers
get full value from the software and associated methods.
QPR Software reports one business segment, which is Organizational Development of
organizations. In addition to this, the Company reports revenue from products and services as
follows: Software licenses, Renewable software licenses, Software maintenance services, Cloud
services, and Consulting.
The company's reported recurring revenues consist of SaaS net sales, maintenance services, as well
as revenue from renewable licenses. Licenses are sold to customers for perpetual use or for an
agreed, limited period. The revenue from SaaS and maintenance services is recorded monthly as
recurring revenue over the contract period.
Renewable software licenses are sold to customers as a user right with an indefinite-term contract.
These contracts are automatically renewed at the end of the agreed period, usually one year, unless
the agreement is terminated within the notice. Renewable license revenue is recognized at one
point in time, in the beginning of the invoicing period, yet at the earliest on the delivery.
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In the future, the company will prioritize offering consulting services tailored to the software it
develops, aiming to deliver maximum added value to its customers.
The company began reporting the production costs of the cloud platform within the materials and
services expense category starting from 2024. The figures for the comparative period will be
presented at the end of this financial bulletin’s table section, according to both reported and 2024
cost groupings.
NET SALES
The net sales for January–December was 6,614 thousand euros (7,550), marking a 12% decline
compared to the previous year. This decrease was primarily due to the company's decision to
discontinue non-core consulting services in Finland at the end of 2023. The share of recurring
revenue in total revenue increased from 61% to 73%.
Our SaaS net sales, which is at the core of our strategy, grew by 15%, and software revenue
increased by 14%. The share of software net sales in total revenue grew from 67 percent to 87
percent.
The net sales from software licenses was 926 thousand euros (485), reflecting a 91% increase. This
growth was primarily driven by a higher volume of partner sales, particularly among customers in
the Middle East, as well as the expansion of an existing agreement with a global pharmaceutical
company. Additionally, the company achieved broader success in partner-driven sales across
multiple geographic regions.
The net sales from renewable software licenses amounted to 420 thousand euros (504), a decrease
of 17%. This decrease was driven by individual customers transitioning to the SaaS service model,
customer churn, and negative exchange rate effects. These factors were partially offset by new
customer acquisitions and price increases implemented to counter inflationary pressure.
The net sales from software maintenance services amounted to 1,717 thousand euros (1,720). The
decline in net sales was negatively impacted by customer churn, a decline in revenue from
individual customers, and, to a lesser extent, the transition of existing customers to the SaaS service
model. The decline was partially offset by the expansion of cooperation with existing customers,
the inclusion of Middle Eastern customers’ projects under maintenance services, new customer
contracts, and the previously agreed expansion with a global pharmaceutical company.
Additionally, price increases to counter inflationary pressures and favorable currency exchange rate
effects contributed to net sales growth.
SaaS net sales grew by 15% to 2,721 thousand euros (2,371). The growth was primarily driven by
successful new customer acquisitions and the expansion of existing customer relationships. Price
increases to counter inflationary pressure, as well as customers transitioning from licenses to the
SaaS service model, also contributed to the growth. On the other hand, customer churn and
revenue decline in certain accounts had a negative impact on SaaS revenue growth.
Consulting net sales was 830 thousand euros (2,469), a decrease of 66%, following the company's
discontinuation of consulting services outside its core business in Finland. Additionally, the
company recognized revenue from fixed-price projects in the Middle East according to their
completion status during the first half of 2023. These projects were completed in the second
quarter of the same year. In the comparison period, the company had a large customer project in
Europe, but there was no similar project during this reporting period.
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completion status during the first half of 2023. These projects were completed in the second
quarter of the same year. In the comparison period, the company had a large customer project in
Europe, but there was no similar project during this reporting period.
The Group’s net sales was 39% (46) from Finland, 40% (42) from the rest of Europe (including
Turkey) and 21% (12) from the rest of the world.
NET SALES BY PRODUCT GROUP
The Group's net sales consists of software and consulting business and was divided as follows:
NET SALES BY PRODUCT GROUP
The Group's net sales consists of software and consulting business and was divided as
follows:
(EUR 1,000)
Change
2024
2023
%
Software licenses
926
485
91 %
Renewable software licenses
420
504
-17 %
Software maintenance services
1 717
1 720
0 %
Cloud services
2 721
2 371
15 %
Consulting services
830
2 469
-66 %
Total net sales
6 614
7 550
-12 %
NET SALES BY GEOGRAPHIC AREA
The reported geographical areas are Finland, the rest of Europe including Turkey, and the
rest of the world. Revenue is presented based on the customer's location.
Group, IFRS
(EUR 1,000)
Change
2024
2023
%
Finland
2 579
3 499
-26 %
Europe incl. Turkey
2 656
3 128
-15 %
Rest of the world
1 379
923
49 %
Total net sales
6 614
7 550
-12 %
NET SALES DEVELOPMENT
The Group's EBITDA for January–December was 1,020 thousand euros (182), an increase of 838
thousand euros compared to the previous year. The operating result was -16 thousand euros (-813),
showing an improvement of 797 thousand euros compared to the same period last year. The result
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The active measures implemented by the company in 2023 to improve cost structure and develop
business profitability are already partially visible in the first quarter of 2024 and fully realized by the
third quarter.
The Group’s variable costs amounted to 1,026 thousand euros (1,241). The increase in costs was
primarily driven by higher partner commissions, resulting from significant license deals won in the
Middle East.
The company’s fixed costs amounted to 4,701 thousand euros (6,127), a decrease of 23% compared
to the previous year. This decrease was driven by cost-saving programs implemented in the second
and final quarters of 2023, as well as lower personnel expenses resulting from the outcomes of
change negotiations. The full impact of the cost-saving measures realized starting from the third
quarter of 2024. The effect of these savings was partially offset by lower R&D capitalizations and
investments required for the reorganization of the company's operational activities.
Earnings per share were EUR -0.005 (-0.055) per share.
FINANCE AND INVESTMENTS
In 2024, the company's free cash flow, including cash flows from operations, investments, and office
lease payments, totaled 436 thousand euros (108). The significant improvement in free cash flow
resulted from stronger operating cash flow, a substantial decrease in investment-related cash
outflows, and lower paid office lease expenses.
The cash flow from operations during the review period amounted to 806 thousand euros (849).
The primary reason for this change compared to the comparable period was successful collection
in the last quarter of 2023, particularly regarding the advanced license payments for 2024. Annual
billing is mostly concentrated around the end of the year, making it seasonal.
The change in working capital was affected by higher sales commissions paid to the company's
personnel for 2023, as well as holiday compensation for employees who left due to the change
negotiations. The negative cash flow was also due to the fact that the largest new deals occurred in
a market where payment behavior is slow.
The positive cash flow in the fourth quarter was primarily driven by successful collection of
receivables and lower costs. Compared to the same period last year, a significant reduction in
expenses is a key reason for the clear improvement in operational cash flow.
Net financial expenses amounted to 87 thousand euros (111), including exchange losses of 17
thousand euros (14).
Investments totaled 753 thousand euros (637), and those were mainly research and development
investments and investments in leased assets.
The company’s net financing net cash flow for the period January–December was -539 thousand
euros (639). The negative cash flow was primarily due to a scheduled loan repayment of EUR 500
thousand. Additionally, during the comparison period, the company raised 760 thousand euros
through a directed share issue.
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The group's financial situation is satisfactory. At the end of the review period, the group's cash and
cash equivalents were 825 thousand euros (884). Short-term receivables were 2,024 thousand
(1,706).
Euro-denominated receivables accounted for 80%, and 67% of invoices had not yet matured. Of the
total amount of short-term receivables, the share of 1-30 days overdue receivables was 26%, 30-60
days 2% and more than 60 days 5%.
The Group has an available credit limit of 500,000 thousand euros, which remained unused at the
end of the financial year.
At the end of the reporting period, the Group had bank loans totaling 1,000 thousand euros, of
which 500 thousand euros was short-term and 500 thousand euros was long-term debt. In
accordance with the original financing agreement, the first installment of 500 thousand euros was
due on January 31, 2024. After this, installments of 500 thousand euros will mature annually in
January 2025 and 2026. The covenants related to the loan are based on the company's EBITDA and
equity ratio. The EBITDA of the covenants is tested every six months, and the equity ratio is tested
annually according to the situation on the last day of the year. Both covenants exceeded the
agreed threshold in 2024.
The equity ratio increased to 11.9% (8.1%), driven by higher level of received advance payments and
an improved financial result for the fiscal year.
The new lease agreement signed in June 2024 negatively impacts the company's equity ratio, as
the IFRS 16 interest effect increases the lease liability by approximately 100 thousand euros.
PRODUCT DEVELOPMENT
QPR has positioned itself as a leading player in Digital Twin of an Organization (DTO) technology.
The company innovates and develops software products that analyze, measure, and model the
operations of organizations. The Company develops the following software products: QPR
ProcessAnalyzer, QPR EnterpriseArchitect, QPR ProcessDesigner, and QPR Metrics.
Total product development expenses for the year amounted to 979 thousand euros (1,427), with 341
thousand euros (637) capitalized on the balance sheet. Product development depreciation was
recorded at 919 thousand euros (782). The amortization period for capitalized development costs is
four years.
PERSONNEL
At the end of the review period, the group employed 32 people (49). The average number of
personnel in 2024 was 33 (57).
The average age of the personnel is 45 (46) years. Women account for 22% (22) of employees, and
men for 78% (78). Of all personnel, 20% (13) work in sales and marketing, 31% (44) in consulting and
customer care, 39% (33) in product development, and 9% (10) in administration.
Personnel expenses were 3,467 thousand euros (5,287), of which the share of salaries and bonuses
was 2,955 thousand euros (4,425).
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For incentive purposes, the company has a bonus program covering the entire personnel. The
short-term compensation of the executive management consists of a base salary, fringe benefits,
and a potential performance-based bonus. Additionally, the company has a stock option program
for key personnel.
CHANGES IN GROUP STRUCTURE
There were no changes in the Group structure in 2024.
STOCK OPTION PROGRAM
The Board of Directors of QPR Software Plc decided in its meeting on September 9, 2024, based on
the authorization granted by the General Meeting, to introduce a new stock option program for key
personnel in addition to the existing 2022 and 2023 option programs.
QPR Software has implemented stock option programs for 2022, 2023, and 2024 as part of its
incentive and retention program for key personnel. The purpose of the stock options is to
encourage key employees to contribute to the long-term growth of shareholder value and to
strengthen employee retention within the company. The stock options are granted free of charge.
The subscription period for the company’s previous 2019 B option program was from January 1,
2023, to January 31, 2024. No shares were subscribed under this program.
Stock Option Program 2022
The 2022 stock option program is designated as 2022. The subscription period for shares under
these options is from June 15, 2025, to May 31, 2027. The shares subscribed with the 2022 options
correspond to a maximum of 1.9% of the company’s shares and voting rights after potential share
subscriptions, provided that new shares are issued in the subscription process. As a result of these
subscriptions, the number of the company's shares may increase by a maximum of 489,542 shares
if new shares are issued.
The subscription price per share under the 2022 stock options is EUR 0.85, which corresponds to
the market price of the company’s share at the time of issuance. The estimated total cost impact of
the 2022 option program is approximately EUR 88,000.
Stock Option Program 2023
The 2023 stock option program is designated as 2023. The subscription period for shares under
these options is from September 6, 2026, to September 6, 2028. The shares subscribed with the
2023 options correspond to a maximum of 5.2% of the company’s shares and voting rights after
potential share subscriptions, provided that new shares are issued in the subscription process. As a
result of these subscriptions, the number of the company’s shares may increase by a maximum of
1,000,000 shares if new shares are issued.
The subscription price per share under the 2023 stock options is EUR 0.42, which corresponds to
the market price of the company’s share at the time of issuance. The estimated total cost impact of
the 2023 option program is approximately EUR 150,000.
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Stock Option Program 2024
Under the 2024 stock option program, a total of up to 1,800,000 stock options will be granted,
entitling holders to subscribe for a total of up to 1,800,000 new or treasury shares of the company.
The shares issued based on the stock options correspond to a maximum of 9.0% of the company’s
total shares.
2024A Stock Options
The 2024A stock options are designated as 2024A. The subscription period for shares under these
options is from September 10, 2027, to September 9, 2029. The shares subscribed with the 2024A
options correspond to a maximum of 4.0% of the company’s shares and voting rights after
potential share subscriptions, provided that new shares are issued in the subscription process. As a
result of these subscriptions, the number of the company’s shares may increase by up to 720,000
shares if new shares are issued.
The subscription price per share under the 2024A stock options is EUR 0.59, which corresponds to
the market price of the company’s share at the time of issuance. The estimated total cost impact of
the 2024A option program is approximately EUR 131,000.
2024B and 2024C Stock Options
A total of 540,000 stock options will be issued under the designation 2024B, and an additional
540,000 stock options under 2024C.
The subscription period for shares under the 2024B stock options is from September 9, 2028, to
September 8, 2030.
The subscription period for shares under the 2024C stock options is from September 9, 2029, to
September 8, 2031.
The theoretical market value of the 2024B and 2024C stock options will be determined at the time
of issuance.
The terms and conditions of the 2022, 2023, and 2024 stock option programs are available on the
company's website: www.qpr.com/investors.
STRATEGY
QPR Software’s mission is to innovate, develop, and deliver software solutions for analyzing,
monitoring, and modeling organizational operations. The company also provides consulting
services to ensure that customers derive full value from its software and related methodologies.
On December 14, 2023, QPR Software Plc refined its existing strategy to reflect market changes and
the company’s key focus areas and announced updated financial targets for the strategy period.
Under the refined strategy, the company positions itself more strongly as a software and SaaS
provider, a consultant for its core business areas, and a leading player in Digital Twin of an
Organization (DTO) technology. The goal of the refined strategy is to further enhance the value
delivered to customers and drive company growth through focus and specialization.
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In line with the 2024–2027 strategy, the company will focus on the international growth of its
Digital Twin of an Organization (DTO) offering, with process mining SaaS solutions at its core.
Additionally, the DTO offering includes software solutions developed for modeling, strategic
performance management, and measurement.
QPR Software’s updated financial targets for 2024–2027, published in December 2023, are:
• An average annual SaaS growth of 20%, and
• Sustainable operating profit.
The company will update its financial targets for the coming years in 2025.
In line with the strategy announced on March 10, 2022, QPR Software continues to build new
strategic partner networks to achieve a scalable go-to-market model, expand its offering, and
increase customer value in collaboration with technology and implementation partners. The
company focuses its growth investments in Europe and the Middle East, while also expanding into
new markets, such as North America, through its partner network.
The stock exchange release related to the strategy update is available in the Investors section on
the company’s website.
PARENT’S COMPANY’S FINANCIAL PERFORMANCE AND POSITION
During the reporting period, the parent company’s revenue amounted to EUR 6,098,792,
representing a 12.3% decrease compared to the previous year (2023: EUR 6,957,506). The decline in
revenue was primarily due to decreased consulting income, partially offset by growth in the
software business.
The parent company’s operating result as a percentage of revenue was -9%, totaling EUR -534,617
(2023: -13%, EUR -934,116). The improvement in the operating result was driven by cost-saving
measures and growth in the software business, but was negatively impacted by the decline in
public sector consulting revenue in Finland and lower other income.
In addition to the aforementioned factors, the parent company’s net result improved to EUR -
643,379 (2023: EUR -1,402,736) due to lower financial expenses compared to the previous year.
Financial expenses amounted to EUR 108,762 (2023: EUR 160,010).
At the end of the 2024 financial year, the company's share capital stood at EUR 80,000, divided into
18,175,192 shares. The company has a single share class, with one vote per share and equal dividend
rights. The book value per share is EUR 0.11, and all shares are registered in the book-entry system
maintained by Euroclear Finland Oy.
The parent company’s equity at the end of the financial year amounted to EUR 516,693 (2023: EUR
1,112,072). The decrease in equity was due to the loss for the financial year.
As a result of the company’s cost-saving measures, the parent company’s short-term liabilities
decreased by EUR 316,322, totaling EUR 6,204,103. Short-term liabilities included EUR 2,442,634 in
loans from subsidiaries, while the parent company had loaned EUR 779,698 to its subsidiaries.
Additionally, short-term liabilities included EUR 2,185,830 in advance payments for 2025.
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The parent company’s return on equity (ROE) remained negative at -125%, staying at the same level
as the comparison period (2023: -126%). The equity ratio was 10% (2023: 14%).
SHARE CAPITAL, SHAREHOLDERS, AND SHARES
At the end of the 2024 financial year, the company's share capital amounted to EUR 80,000,
divided into 18,175,192 shares. The company has a single share class, with one vote per share and
equal rights to dividends. The accounting par value of a share is EUR 0.11. The shares are registered
in the book-entry system maintained by Euroclear Finland Oy.
At the end of the financial year, the company had 2,174 shareholders (2023: 1,943). During the
financial year, QPR Software’s shares were traded for a total of EUR 1,964,000 (2023: EUR 1,586,000),
averaging EUR 7,857 per trading day (2023: EUR 6,318).
The total trading volume was 3,842,304 shares (2023: 3,538,455 shares), representing 21.4% of
outstanding shares (2023: 19.8%). The average trading price was EUR 0.51 per share (2023: EUR 0.45).
The highest closing price during the financial year was EUR 0.82 (2023: EUR 0.75), and the lowest
was EUR 0.33 (2023: EUR 0.32).
The market capitalization of the company’s outstanding shares at the year-end closing price of EUR
0.81 per share was EUR 14.514 million.
In 2023, QPR Software Plc received the following notifications under Chapter 9, Section 5 of the
Finnish Securities Markets Act (AML):
• On August 23, 2023, AC Invest Oy notified that its direct shareholding in QPR Software Plc
had fallen below 5% of the total shares and voting rights.
• On August 23, 2023, Vesa-Pekka Leskinen notified that his direct shareholding in QPR
Software Plc had fallen below 10% of the total shares and voting rights.
• On August 23, 2023, Oy Fincorp Ab notified that its direct shareholding in QPR Software Plc
had risen above 20% of the total shares and voting rights.
During the 2024 financial year, the company did not receive any notifications under the Finnish
Securities Markets Act.
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Major shareholders of QPR Software Plc, December 31, 2024
Registered owners No. Shares % of shares and votes
KEMPE ROGER KENNETH:
4 861 107
27 %
OY FINCORP AB 4 818 307 27 %
KEMPE ROGER KENNETH
42 800
0 %
LESKINEN VESA-PEKKA ILMARI: 1 768 759 10 %
LESKINEN VESA-PEKKA ILMARI
1 135 200
6 %
KAUPPAMAINOS OY 633 559 3 %
UMO CAPITAL OY
971 900
5 %
SIILASMAA RISTO KALEVI 805 333 4 %
OY TALCOM AB
562 000
3 %
LAMY OY 553 249 3 %
JUNKKONEN KARI JUHANI
520 824
3 %
PELKONEN JOUKO ANTERO: 442 000 2 %
POHJOLAN RAHOITUS OY
418 000
2 %
PELKONEN JOUKO ANTERO: 24 000 0 %
PIEKKOLA ASKO
413 917
2 %
LAAKSO JANNE JUHANI 383 275 2 %
QPR SOFTWARE OYJ
256 849
1 %
TRADEIRA OY 204 842 1 %
KEMPE PIA PAULINA
168 333
1 %
OY CATA-HOLDING AB 155 000 1 %
OY FORMIKAFINN AB
125 197
1 %
ERVI PERTTI OLAVI 104 095 1 %
LEINO RIKU PETTERI
102 100
1 %
NORDCENTERIN NUORISOVALMENNUKSEN
EDISTÄMISSÄÄTIÖ S
100 000
1 %
PALOHEIMO ASSET MANAGEMENT OY 89 955 0 %
PALOHEIMO GROUP OY
81 556
0 %
20 largest shareholders, total
12 750 291
70 %
Other shareholders, total 5 424 901 30 %
TOTAL
18 175 192
100 %
*exclude nominee registered shareholders
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Distribution of shareholding by size, December 31, 2024
Shareholders Shares and votes
Number of shares Number % Number %
1 - 500
1490
68,5
180 397
1,0
501 - 1 000
253
11,6
198 668
1,1
1 001 - 5 000
283
13,0
664 311
3,7
5 001 - 10 000
55
2,5
395 574
2,2
10 001 - 50 000
61
2,8
1 462 200
8,0
50 001 - 100 000
12
0,6
821 374
4,5
100 001 -1 700 000
20
0,9
14 452 668
79,5
Total
2 174
100
18 175 192
100
of which nominee
registered
7
1 867 928 10,3
Distribution of shareholding by sector, December 31, 2024
Shareholders: Shares and votes:
Sector Number % Number %
Private companies 47 2,2 3 794 618 20,9
Financial and insurance institutions 7 0,3 7 255 938 39,9
Households 2 109 97,0 6 867 216 37,8
Non-profit organizations 2 0,1 100 001 0,6
European union 5 0,2 150 419 0,8
Other countries 4 0,2 7 000 0,0
Total 2 174 100 18 175 192 100
,of which nominee registered 7 1 867 928 10,3
QPR Software Plc shareholding by Insiders and closely related persons, December 31, 2024
Shares Options
Members
By
controlled
entities
By closely
related
persons *)
2022 2023 2024 A
Board members:
231 655
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Management team
members:
39 121
9 350 430 977
790
000
576 000
* Shares held by spouses and persons under guardianship
OWN SHARES
The total number of the company's shares is 18,175,192, of which 256,849 shares are held by the
company as own shares. The total nominal value of these shares is EUR 28,253, and their acquisition
cost amounts to EUR 244,349.
The shares held by the company (own shares) represent 1.4% of the company’s share capital and
voting rights.
CORPORATE GOVERNANCE SYSTEM
QPR Software Plc (QPR) adheres to good corporate governance practices and high ethical
standards in its governance. The company’s governance principles comply with the Finnish Limited
Liability Companies Act, the Market Abuse Regulation (MAR), the Securities Markets Act, and other
regulatory requirements related to the governance of publicly listed companies. Additionally, QPR
Software follows its Articles of Association, as well as the Finnish Corporate Governance Code for
Listed Companies, issued by the Securities Market Association and effective from January 1, 2025,
and the Guidelines for Insider Trading, effective from January 1, 2021, as described on the company's
investor website.
A separate Corporate Governance Statement for 2024 was published alongside the Annual Report
on March 22, 2024.
The company’s governance principles and the Corporate Governance Statement are available in
the Investor Relations section of the company’s website: www.qpr.com/fi/sijoittajat.
The Investor Relations section also provides A description of insider management, Information on
major shareholders, The Articles of Association, The Board of Directors' rules of procedure, a
description of internal control and audit practices, presentations of the Board of Directors and the
Executive Management Team, a summary of the company’s disclosure policy, and all stock
exchange releases published during the financial year.
ANNUAL GENERAL MEETING
The Annual General Meeting of QPR Software Plc was held on May 15, 2024, in Helsinki. The General
Meeting adopted the Company's financial statements for the financial year 2023 and discharged
the members of the Board of Directors and the CEO from liability. The General Meeting resolved
that no dividend be paid based on the balance sheet adopted for the financial year ended on
December 31, 2023, and adopted the Company’s Remuneration Report and Remuneration Policy.
Further, the General Meeting resolved to authorize the Board of Directors to decide on share issues
and on the issue of other special rights entitling to shares as well as on the acquisition of own
shares.
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Annual accounts and the use of the profit shown on the balance sheet
The General Meeting adopted the Company’s financial statements and discharged the members of
the Board of Directors and the CEO from liability for the financial period January 1 – December 31,
2023. The General Meeting resolved that no dividend be paid based on the balance sheet adopted
for the financial year ended on December 31, 2023.
Remuneration of the members of the Board of Directors and the Auditor
The General Meeting resolved that the Chairman of the Board of Directors be paid 45,000 euros per
year and the other members of the Board of Directors 25,000 euros per year. Approximately 40
percent of the remuneration will be paid in shares and 60 percent in cash. The shares will be
granted as soon as possible after the Annual General Meeting and if the insider regulations allow it.
The members of the Board of Directors will also be reimbursed for travel and other expenses
incurred while they are managing the Company's affairs.
The remuneration of the Auditor shall be paid according to the reasonable invoice.
Board of Directors and Auditor
The General Meeting confirmed that the number of Board members is four (4). Pertti Ervi was re-
elected as the Chairman of the Board of Directors and Antti Koskela and Jukka Tapaninen were re-
elected as members of the Board of Directors. Linda von Schantz was elected as a new member of
the Board of Directors.
Authorised Public Accountants KPMG Oy Ab was re-elected as the Company’s auditor. KPMG Oy
Ab has announced that Petri Kettunen, Authorized Public Accountant, will act as the principal
auditor.
Authorization of the Board of Directors to decide on share issues and on the issue of other
special rights entitling to shares
The General Meeting resolved to authorize the Board of Directors to decide on issuances of new
shares and conveyances of the own shares held by the Company (share issue) either in one or more
instalments. The share issues can be carried out against payment or without consideration on
terms to be determined by the Board of Directors. The authorization also includes the right to issue
special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which entitle to the
Company's new shares or own shares held by the Company against consideration. Based on the
authorization, the maximum number of new shares that may be issued and own shares held by the
Company that may be conveyed in share issues or on the basis of special rights is 6,361,317 shares.
The authorization includes the right to deviate from the shareholders’ pre-emptive subscription
right. The authorization is in force until the next Annual General Meeting.
Authorization of the Board of Directors to decide the acquisition of own shares
The General Meeting resolved to authorize the Board of Directors to decide on the acquisition of
the Company’s own shares. Based on the authorization, an aggregate maximum amount of
500,000 own shares may be acquired, either in one or more instalments. The authorization includes
the right to acquire own shares otherwise than in proportion to the existing shareholdings of the
Company’s shareholders, using the Company’s non-restricted shareholders’ equity. The
authorization is in force until the next Annual General Meeting.
16 (80)
MANAGEMENT AND AUDITOR
Heikki Veijola served as the CEO of the company from January 1 to December 31, 2024.
The other members of the Executive Management Team were:
• Matti Erkheikki, responsible for QPR’s products, product portfolio vision, and strategy.
• Antti Kivalo, responsible for sales and customer management, starting from September 1,
2024.
• Mika Maliniemi, responsible for software product development, cloud service development
and operations, and customer support services.
• Tero Aspinen, responsible for business operations in the Middle East.
• Teemu Lehto, responsible for the consulting business.
• Sanna Salo, responsible for marketing, communications, and branding.
• Mervi Kerkelä-Hiltunen served as the Chief Financial Officer (CFO) from January 1 to October
1, 2024, and Taru Mäkinen held the position from October 2 to December 31, 2024.
During the financial year, KPMG Oy Ab served as the company's statutory auditor, with Petri
Kettunen, Authorized Public Accountant (KHT), as the principal auditor.
MANAGEMENT’S SHAREHOLDING
As of December 31, 2024, the members of the Board of Directors and the CEO, including their
related parties, held a total of 280,126 shares in QPR Software Plc, representing 1.5% of the
company’s shares and voting rights (December 31, 2023: 1.5%). The shareholding figures include
shares owned personally, by spouses, dependents, and entities under their control.
INTERNAL CONTROL
The objective of the Group's internal control and risk management is to ensure that the Group's
operations are efficient and effective, information is reliable, regulations and policies are followed,
strategic goals are achieved, changes in the market and operating environment are addressed, and
business continuity is secured.
The Board of Directors of QPR Software Plc oversees the adequacy, appropriateness, and
effectiveness of the internal control and risk management within the QPR Group. In accordance
with the Board’s annual calendar, a risk management report covering the risks described under the
Risk Management section is presented to the Board.
The Board evaluates risks based on their potential threat to shareholders. Additionally, the Board
ensures that internal control principles are defined within the company and that the effectiveness
of internal control is continuously monitored.
RISK MANAGEMENT
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The Group CFO is responsible for coordinating and reporting on the Group’s internal control and
risk management. The Group’s risk management efforts are guided by legal requirements,
shareholder expectations regarding business objectives, and the expectations of customers,
employees, and other key stakeholders.
The objective of QPR’s risk management is to systematically and comprehensively identify risks
related to the company’s operations and ensure they are effectively managed and considered in
decision-making. Risk management is an integral part of the organization’s responsibilities and is
continuously improved by enhancing the company's operational processes.
Risk identification follows the principle of materiality, meaning that risks are monitored based on
their significant impact on the company’s business operations. QPR Software has identified the
following three main risk categories related to its operations: Business risks, Information and
product-related risks, Financial risks.
The company has insured its assets, business interruption risks, and liability risks to mitigate
potential damages.
QPR Software Plc’s management system is certified under the ISO 9001:2015 quality standard,
covering all company operations. This certification is audited annually by an independent external
assessor.
BUSINESS RISKS
QPR Software has identified the following key business risks:
Country Risk
The risk is measured by the loss of revenue from specific countries. The company manages this risk
through continuous market intelligence gathering, geographical and industry diversification, and
careful consideration of geopolitical changes.
Customer Risk
The risk is measured by the customer churn rate for software maintenance services and the
percentage of overdue receivables. Risk is mitigated through strong customer and reseller
relationship management and active monitoring of accounts receivable.
Employee Risks
The risk is measured by employee turnover. It is managed through competent recruitment,
effective leadership, and by providing employees with opportunities for job rotation and training.
Legal and Other Risks
The risk is measured by the total value of ongoing legal disputes in relation to the company’s
revenue. The company mitigates this risk through strong contractual expertise, standard contract
terms, and ethical business practices aligned with company values.
QPR’s country and customer risks are reduced by its business operations spanning over 50
countries, serving both public and private sectors across multiple industries.
18 (80)
Operating in international markets inherently involves a reasonable credit loss risk related to
individual business partners. The company seeks to minimize this risk through continuous
monitoring of standard payment terms, receivables, and credit limits. At the end of the reporting
period, 5% (2023: 3%) of trade receivables were overdue by more than 60 days.
Information and Product-Related Risks
QPR Software has identified the following three key information and product-related risks:
Product Risk
The company mitigates this risk by ensuring its product portfolio remains competitive by
differentiating itself through unique product capabilities. Product security is enhanced through
continuous process improvements and automated malware prevention measures.
Intellectual Property (IP) Risk
The company protects its intellectual property rights (IPR) by maintaining the confidentiality of
software source codes, ensuring secure storage, and filing selected patent applications.
In its process mining business, QPR follows an active IPR strategy, leading to the filing of five
separate patent applications in Finland and the USA in 2012 for innovations related to automated
process analysis from event data.
In April 2015, the U.S. Patent and Trademark Office (USPTO) granted a patent based on these
applications. In May 2016, QPR announced that it had received a second patent from the USPTO for
its process mining technology.
The company ensures compliance with intellectual property rights by keeping its contracts up to
date, providing staff training, and maintaining legal expense insurance.
Information Security Risks
QPR Software actively monitors and minimizes information security risks both operationally and
through regular reporting to the Board of Directors. The company implements both administrative
and technical measures to enhance system security.
To reduce information security risks, the company has adopted data and supplier management
models, conducted annual audits of partners, and provided internal security awareness training.
QPR Software has had no significant information security incidents or product management
issues, and there were no major changes in these risks during 2024.
In September 2024, Bureau Veritas conducted a recertification audit of QPR Software’s Information
Security Management System (ISMS) in accordance with the latest ISO 27001:2022 standard.
The ISO 27001 standard sets requirements for establishing, implementing, maintaining, and
continuously improving an Information Security Management System (ISMS). This framework
ensures confidentiality, integrity, and availability of information through risk management
processes, providing stakeholders with assurance that risks are properly managed.
QPR Software’s ISO 27001 certification was granted by Bureau Veritas, an independent and
accredited certification body operating in 140 countries with over 78,000 employees.
Financial Risks
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QPR Software has identified the following two key financial risks:
Currency Risk
The risk is measured by the percentage of non-euro-denominated receivables and the share of any
single non-euro currency in total receivables. The company manages this risk by using the euro as
the primary billing currency and applying currency hedging in line with its hedging policy.
The company continuously monitors the open positions of its key billing currencies. At the end of
the financial year, 81% (2023: 79%) of the Group’s trade receivables were denominated in euros. The
company had no currency hedging in place at the end of the reporting period.
Liquidity Risk
Liquidity risk refers to the risk of insufficient funding or unusually high financing costs due to a lack
of liquid assets, particularly in cases of sudden business downturns requiring additional financing.
The objective of liquidity risk management is to maintain adequate liquidity and ensure that
sufficient funds are available to support business operations as needed.
QPR maintains liquidity through efficient cash management, deposits, and rapid responses to
changing financial conditions. The risk is measured using cash flow forecasts, which are actively
monitored and supported by efficient debt collection.
The company's financial position is supported by a high proportion of recurring revenue.
Additionally, QPR invoices most of its recurring revenue in advance, strengthening its financial
stability.
As of December 31, 2024, the company’s financial position had improved and was at a satisfactory
level.
The parent company has a EUR 1.5 million long-term credit facility for financing needs. As of year-
end 2024, EUR 1.0 million of this facility had been utilized. The credit agreement includes covenants
based on EBITDA and the equity ratio. EBITDA covenants are tested every six months. The equity
ratio covenant is tested annually based on the year-end balance sheet.
As of December 31, 2024, both EBITDA and the equity ratio exceeded the agreed covenant
thresholds. The credit facility will be repaid in two installments of EUR 500,000, due on January 31,
2025, and January 31, 2026.
To further mitigate liquidity risk, the company has a EUR 500,000 credit limit, which remained
unused as of December 31, 2024.
A more detailed description of the company’s financial risk management for 2024 can be found in
Note 18 of the financial statements.
LEGAL DISPUTES
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In 2023 and 2024, the company had no legal disputes.
OUTLOOK FOR 2025
Global economic uncertainty and geopolitical tensions continue to pose challenges to the business
environment, making long-term forecasting difficult.
In 2025, as part of its turnaround strategy, the company is shifting its focus to investing in growth
and business development, which will impact profitability during the financial year. Growth will be
driven primarily in the United States, Europe, and the Middle East, supported by the strengthening
of the partner network.
The process mining market is evolving from a product-centric business model towards a platform
economy. QPR ProcessAnalyzer is the only process mining solution designed for the Snowflake AI
Data Cloud environment and is also available as an application on the Snowflake Marketplace. This
opens new growth opportunities for the company, but achieving commercial breakthroughs will
require time and investments.
Due to the nature of the business and long sales cycles, quarterly fluctuations may be significant.
Growth in the first half of the year is expected to be moderate, as some legacy product customer
contracts ended at the turn of the year.
The company forecasts that SaaS revenue will grow, and that the EBITDA will remain positive
despite growth investments.
BOARD OF DIRECTOR’S PROPOSAL ON DIVIDEND DISTRIBUTION
At the end of the 2024 financial year, the parent company’s distributable funds amounted to EUR
436,693. The Board of Directors proposes to the Annual General Meeting that no dividend be
distributed for the financial year 2024.
There have been no material changes in the company’s financial position after the end of the
financial year.
Events After the Reporting Period
There are no events after the reporting period.
21 (80)
Group, IFRS
(EUR 1,000)
2024
2023
2022
Net sales
6,614
7,550
7,823
Growth of net sales, %
-12.4
-3.5
-14.4
Operating result
-16
-813
-2,770
% of net sales
-0.2
-10.8
-35.4
Result or loss before tax
-103
-924
-2,864
% of net sales
-1.6
-12.2
-36.6
Result for the period
-82
-924
-2,868
% of net sales
-1.,2
-12.2
-36.7
Return on equity, %
-21.8
-221.5
-625.7
Return on investments, %
-14.3
-42.0
-120.3
Cash and cash equivalents
825
884
17
Net borrowings
577
934
2,262
Equity
401
348
487
Gearing, %
143.9
268.3
464.9
Equity ratio, %
11.9
8.1
7.4
Total balance sheet
5,906
5,869
7,442
Investment in intangible and
tangible assets
753
637
2,324
% of net sales
11.4
8.4
29.7
Research and development expenses
979
1,427
2,674
% of net sales
14.8
18.9
34.2
Personnel average for period
33
57
81
Personnel at the beginning of period
49
85
80
Personnel at the end of period
32
49
85
22 (80)
Group, IFRS
(EUR 1,000)
2024
2023
2022
Diluted/Undiluted Earnings per share,
EUR
-0.005
-0.055
-0.202
Equity per share, EUR
0.022
0.020
0.030
Dividend per share *, EUR
0.000
0.000
0.000
Dividend as % of result
0.0
0.0
0.0
Effective dividend yield, %
0.0
0.0
0.0
Price/earnings ratio (P/E)
-177.9
-6.4
-2.8
Development of share price
Average price, EUR
0.51
0.45
1.02
Lowest closing price, EUR
0.33
0.32
0.50
Highest closing price, EUR
0.82
0.75
1.89
Closing price on Dec 31, EUR
0.81
0.33
0.56
Market capitalization on Dec 31,
EUR 1,000
14,514
5,957
8,983
Development of trading volume
Number of shares traded, 1,000 pcs
3,842
3,538
3,324
% of all shares
21.4
19.8
27.7
Number of shares on Dec 31, 1,000 pcs
18,175
18,175
12,445
Average number of shares outstanding
17,918
17,836
11,988
*) Year 2024: The Board of Director's proposal to the Annual General Meeting
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Definition of Key Indicators
Return on equity (ROE), %:
Result for the financial year x 100
Shareholders' equity (average)
Return on investment (ROI), %:
(Result before taxes + interest and other financial expenses) x 100
Balance sheet total - non-interest bearing liabilities (average for the financial
year)
Gearing:
Interest-bearing liabilities - cash and cash equivalents
Gearing, %:
(Interest-bearing liabilities - cash and cash equivalents) x 100
Total equity
Equity ratio, %:
Total equity x 100
Balance sheet total - advances received
Earnings per share, euro:
Result for financial year
Weighted average number of shares outstanding during the financial year
Equity per share, euro:
Equity attributable to shareholders of the parent company
Number of shares outstanding at the end of the financial year
Dividend per share, euro:
Total dividend paid
Number of shares outstanding at the end of the financial year
Dividend per Result, %:
Dividend per share x 100
Earnings per share
Effective dividend yield, %:
Dividend per share x 100
Share price at December, 31st
Price/earnings ratio (P/E):
Share price at December, 31st
Earnings per share
24 (80)
Share price at December, 31st
Earnings per share
Market capitalization:
Total number of shares outstanding x share price at the end of the financial year
Turnover of shares, % of all shares:
Number of shares traded x 100
Average number of shares outstanding during the year
25 (80)
QPR SOFTWARE PLC
FINANCIAL STATEMENTS
2024
QPR Software Plc Annual Financial Report (AFR) ESEF tagging is officially published in
Finnish. QPR Software Plc has decided to provide voluntarily non-official version
translated in English in this ESEF tagged document.
