2025
Annual Report
MARTELA ANNUAL REPORT 2025 2
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Martela in brief ………………………………………………………………………3
Martela 2025 …………………………………………………………………………… 4
Highlights of 2025 ………………………………………………………………… 5
Martela 80 years ……………………………………………………………………6
CEO’s review ……………………………………………………………………………8
Strategy …………………………………………………………………………………… 10
Operating environment …………………………………………………… 11
Board of Director’s Report ……………………………………………… 14
Financial Statements ………………………………………………………… 21
Auditor’s report …………………………………………………………………… 57
Independent Auditors report on the ESEF
consolidated financial statements Martela Oyj ……60
Corporate governance statement ……………………………… 62
Board of Directors ……………………………………………………………… 66
Management team ……………………………………………………………… 68
Information for shareholders ………………………………………… 71
Contents
MARTELA ANNUAL REPORT 2025 3
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Martela is a Nordic leader specialising in user-
centric working and learning environments. We
create the best places to work and support
our customers’ business with Martela Lifecycle
solutions, which enable furniture and their related
services to be integrated into a seamless whole.
Martela is a family company founded in 1945, and
its shares are quoted on the OMX Nordic Exchange
Helsinki. Our main market areas are Finland, Sweden
and Norway, and our solutions are also sold globally
through our network of dealers. Our production
facilities are located in Finland and Poland. In 2025,
the Martela Groups revenue was EUR 93.7 million
and it employed an average of 330 employees.
Martela
in brief
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MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
The vacancy rates in office real
estate market is expected to peak
in 2025 and the market stabilise,
especially for modern and flexible
premises.
Year 2025
Martelas revenue increased from
the previous year and the operating
profit improved but remained
negative.
Removal and installation service sales
increased from the previous years
level and the unique Workplace as
a Service -model increased its share
of net sales.
Demand and sales for corporations
decreased during the second half
of the year but remained strong
considering the market situation.
The share of sales to learning environments
increased clearly compared to the previous
year.
Martela implemented several visible customer
projects that combined user-oriented design, circular
economy solutions and a flexible service model.
Martela improved profitability in Finland with
productivity improvement programs and by
concentrating on strategic focus areas.
REVENUE
(EUR MILLION)
93.7
OPERATING PROFIT
(EUR MILLION)
-1.1
PERSONNEL
(AVERAGE)
330
REVENUE BY COUNTRY
(EUR MILLION)
TOTAL
93.7
2023 2024 2025
-10
0
10
20
30
EQUITY RATIO (%)
Finland 66.2
Other 7.1
Norway 4.8
Sweden 8.6
MARTELA ANNUAL REPORT 2025 5
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
KILTA 70 – A FINNISH
DESIGN CLASSIC
The Kilta chair celebrated its 70th
anniversary. Introduced in 1955
as Finland’s first plastic frame
chair, Kilta remains one of the most
recognizable icons of Finnish design.
To mark the anniversary, Martela
released a limited-edition version
that respectfully updates
the original design.
READ MORE
MARTELA 80 – DOES THE FUTURE
OF WORK STILL NEED OFFICES?
Martela marked its 80th anniversary
by examining the role of the office
in a changing world of work. The
anniversary seminar and exhibition
brought together research, expert
perspectives and real-world insights
on how work, culture and space
interact – and why well-designed
workplaces continue to play an
important role in working life.
READ MORE
INDUSTRY LEADER IN
11 CATEGORIES
Martela ranked number one
in 11 evaluation categories in
Taloustutkimus’ Work Life Decision
Makers 2025 study – more than
any other company in the industry.
A strong Net Promoter Score (NPS)
of 40, together with top ratings in
quality, ergonomics and reliability,
highlights the trust built through
long-term, customer-driven work.
READ MORE
SONO – A WORKSPACE THAT
WORKS ANYWHERE
The Sono Family responds to the
growing demand for versatile quiet
workspaces. It combines versatile
functionality with a neutral design
that fits seamlessly into different
environments. Made in Kitee, Sono
brings together Finnish quality,
A-class acoustic performance and
excellent value for money.
READ MORE
Highlights of 2025
I
ndustry leader
in 11 categories
Work Life Deicision Makers Study 2025
VAARAMO – A SCHOOL WHERE
CHILDREN’S VOICES ARE HEARD
The new Vaaranlampi primary
school in Rovaniemi was designed
as a calm, safe and flexible learning
environment that supports diverse
learning needs. The planning process
actively involved teachers and pupils
through workshops and surveys.
The result is a warm and adaptable
environment where accessibility,
circular solutions, and the reuse of
furniture are naturally integrated into
everyday life.
READ MORE
MARTELA ANNUAL REPORT 2025 6
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Martela 80 years
– shaping the future
of work
For eight decades, Martela has developed better
work and learning environments by closely following
changes in work, society and people. The nature of
work has changed fundamentally: hybrid work, remote
work and technological development have reshaped
everyday working life, while the importance of
community, culture and human interaction has become
more evident. Even as ways of working diversify, the
human need to connect and belong remains.
Martela studies this transformation through
Martela Insights, based on data from over 15,000
office workers. The research shows that workplaces
play a role that remote work alone cannot replace:
spaces influence behaviour, collaboration, culture
and wellbeing.
That is why we see workplaces as more than
physical locations. They are strategic tools that
support organisational culture, leadership and
Eighty years ago, Martela was founded to make work better through
design. That mission still guides us today – in a world where how,
where and why we work is constantly evolving.
competitiveness. Well-designed environments
enable focus, interaction and shared insights –
while adapting to changing ways of working.
Looking ahead also means taking responsibility.
Circular economy and a Waste Nothing mindset are
at the core of Martelas operations. Our furniture is
designed to last, adapt to changing needs and move
from one user to another. Refurbishment, reuse
and long life cycles are not future ambitions, but
everyday practice.
”Work is changing.
People remain at the centre.
That is the foundation
of Martela’s work for
decades to come.
MARTELA ANNUAL REPORT 2025 7
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
It all started with a single A4 sheet
THE 1940s
After the war, Finland was
rebuilt and demand for
affordable office furniture
was high. Martela,
originally Tehokaluste,
was founded in 1945
to meet this need with
simple, wood-based
solutions.
THE 1950s
New materials such
as plastic and steel
enabled lighter and more
ergonomic furniture.
Ergonomics gained
importance with
Tuki chair, and interior
design became part
of the overall offering.
THE 1960s
Urbanisation increased
office work and open-
plan offices became
more common. Furniture
design evolved with
greater focus on
ergonomics, safety
and form, and Kilta and
Tehka chairs became
parts of the collection.
THE 1970s
Open offices grew
in scale and system
furniture became
widespread. Ergonomics
and efficiency gained
importance, and in 1974
the company became
known as Martela.
THE 1980s
The rise of IT transformed
workplace design. Privacy
was improved with
acoustic solutions, and
work chairs became larger
and more comfortable.
THE 1990s
Knowledge work became
the norm, and offices
were designed to
encourage interaction.
Advanced ergonomic
chairs gained a central
role.
THE 2000s
Mobile technology
allowed work beyond the
desk. Adjustable desks
and flexible solutions
became more common as
knowledge work evolved.
THE 2010s
Work became location-
independent, and activity-
based offices emerged
to support focus and
collaboration. Comfort
and a more homelike
atmosphere gained
importance.
MARTELA ANNUAL REPORT 2025 8
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
A clear turnaround in profitability and
strengthened customer relationships
resulting performance improvement
The year 2025 was a turning point for Martela;
efficiency measures, productivity improvement
programs, focused customer work and strengthening
of service models were clearly reflected in our
results. We improved our operating result by more
than five million euros, and already in the second
quarter the operating result turned to profit.
In the Nordic countries, weak economic
development caused caution among organizations
when making procurement decisions. Employment
development, particularly in Finland and in Sweden,
was weak, and vacancy rates in office real estate
markets remained high across all our main market
areas.
Our revenue in 2025 was EUR 93.7 million, which
was an 8.1 per cent increase compared to the
previous year. Revenue grew in Finland and other
countries in 2025, while it decreased in Norway
and remained at the previous years level in Sweden.
The companys total new orders decreased by
approximately 12 per cent during the fiscal year
2025 compared to the previous year. The year
started strongly, with new orders increasing in
the first quarter and demand strengthening in all
market areas. In the second half of the year, order
intake weakened compared to the exceptionally
strong level in the comparison year.
Profitability improvements
In 2025, we improved our operating profit compared
to the previous year, but the operating result
remained slightly negative. Operating profit for
January-December was EUR -1.1 million, compared
to EUR -6.5 million during the same period of the
previous year. The significant improvement in
operating profit in 2025 compared to the previous
year was due to higher revenue and reductions in
administrative and other fixed costs as a result
of implemented efficiency measures. However,
the operating profit for the 2025 financial year
remained in loss primarily due to a higher proportion
of deliveries involving lower-margin projects and
higher additional costs from reduced delivery batch,
especially during the first quarter and to some
extent in the second quarter. The first quarters
result was burdened by one-time costs, but
the effects of efficiency measures and
productivity improvement programs were
already strongly visible in the following quarters.
Our removal and installation service sales
increased from the previous year, and our unique
Workplace as a Service (WaaS) model also
continued to grow, strengthening its position as
a preferred model for our customers. In Finland,
sales to companies and learning environments
grew strongly, while sales to the municipal and
state sectors decreased. The growth in the service
business was particularly visible in company and
learning environment customers. During the year,
we implemented several large-scale and impactful
MARTELA ANNUAL REPORT 2025 9
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
customer projects in the Nordic and Baltic
countries. These projects highlighted Martelas
strengths in design, delivery reliability and lifecycle
services.
Sustainability and customer focus
During the year, we strengthened our leadership
in utilising the circular economy, and for our
customers, this development work is reflected in
sustainably manufactured products and lifecycle
services for our customers. Sustainability has been
part of Martelas operations throughout our history.
For us, sustainability in products means durability,
both from the perspective of design and technical
endurance. Our entire business model is based
on the lifecycle thinking of the work environment,
where sustainability is taken into account at every
stage, and the circular economy plays a crucial
role. The results of more than fifteen years of
sustainability work were assessed worthy of
the EcoVadis Bronze medal in 2025, and at
the beginning of 2026 we achieved the EcoVadis
Silver medal.
The emphasis on utilising the circular economy
model has further accelerated the demand
and recognition of our Workplace as a Service
(WaaS) model. In 2025, we implemented several
prominent customer projects that combined user-
oriented design, circular economy solutions and a
flexible service model. Investing in the customer
experience has always been important to Martela.
In the nationwide Work Life Decision Makers (TEP,
Työelämän päättäjät) survey commissioned by
Taloustutkimus Oy, decision makers rate major
Finnish companies in various industries. In 2025
Martela was ranked at the top of our industry both
in customer recommendation 40 (NPS) and across
11 evaluation categories – more than any other
company in the sector. Martela achieved the first
place in the overall rating for the 11th consecutive
time! This indicates that we have been able to
support organisations in the right way during
the significant changes in working life.
Outlook and priorities in 2026
In 2026 we will continue to focus strongly
especially on improving operative profitability and
on further enhancing administrative cost efficiency.
Additionally, we continue to keep other cash flow-
improving measures at the core of our activities.
We will continue to invest in active customer work
and work closely with our value chain partners. In
2026, the revenue is expected to decrease slightly,
but comparable operating profit is estimated to
be profitable. Our goal is to continue strengthen
margins through a higher-margin offering, service
scaling and disciplined cost management.
The expected decrease in revenue is mainly due
to a decrease in the relative share of large project
deliveries.
The past few years have been more challenging
than expected for the entire industry, but our
investments in business development and the
positive feedback from customers create confidence
for 2026 and beyond. More remote work is done in
Finland than in other European countries. Martela
aims to make workplaces even more attractive with
its products and services, which in turn increases
opportunities to improve productivity. The need for
changes in office spaces arises as work methods
evolve. The materialization of this need will increase
demand for Martelas services and furniture in
the long-term.
I warmly thank Martelas personnel, our
customers and partners for achieving
the turnaround. The results of 2025 – a clear
improvement in profitability, a strengthening of
the customer experience and strong references
create a solid foundation and faith in the future.
The work for the best working environments
continues.
Ville Taipale
CEO
MARTELA ANNUAL REPORT 2025 10
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Martelas existence is based on the fact that we are
experts in creating a better work culture and our
task is to create user-centric work environments.
Our strategy is based on a strong understanding of
the needs and problematic areas of organisations
and the trends in the way of working.
Our updated vision “We create the best places
to work” emphasises the constantly changing ways
of working and the diversity of work environments,
from offices to home offices and other places
where work is done. Our strategy “We support
our customers’ business with Martela Lifecycle
solutions” combines furniture and related services
into a seamless whole. Martelas high-quality and
timeless design enable a long lifecycle for products.
The furniture selection is constantly optimised to
support multi-location work.
Strategy
VISION
We Create the Best
Places to Work
STRATEGY
We support our customers’
business with Martela
Lifecycle solutions
MARTELA ANNUAL REPORT 2025 11
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Operating environment
Economic development and
market situation
Generally, the year 2025, like previous years, was
challenging due to the continued unfavourable
market conditions in the industry. In the Nordic
countries, weak economic development continued
to cause caution among organizations when
making procurement decisions. Employment trends,
particularly in Finland and in Sweden, were weak,
and vacancy rates in office real estate markets
remained high across all our main market areas.
The geopolitical situation remained unstable, and
the general economic outlook even worsened in
the second half of 2025.
In the office space markets and furniture
acquisitions, there was even stronger emphasis on
flexibility, cost-efficiency and sustainability. The
ongoing weak market conditions in the industry
maintained price competition and continued to
put pressure on profit margins. On the other hand,
fluctuations in energy and raw material prices, as
well as disruptions in supply chains, were moderate,
which stabilized production costs and their
predictability, as in the previous year.
The transformation of work continued, with
companies reassessing their office space needs
using new criteria. There was still demand for
Martelas change and furniture services, as
companies and organizations adapted their work
environments to meet the needs of hybrid work.
The focus on customer-oriented, responsible, and
flexible solutions strengthened the companys
position in the market.
Changes in work
Companies became aware of the importance of
collaboration during 2025 and the pressure to return
to the office increased. Remote work was found to
have weakened collaboration between individuals
and teams, and several companies began to limit
the amount of remote work. Companies focused
on optimising their office spaces and developed
their facilities to support a more hybrid work model,
where workdays are divided more evenly between
the office, remote work, and shared spaces. Space
efficiency and comfort remain key selection criteria.
Investment was made in the quality and
functionality if the office spaces. The demand for
Martelas solutions grew, particularly for adaptable
and ergonomic work environments. Special solutions
were increasingly needed for work requiring
concentration, teamwork, and creative encounters,
and the offices role in strengthening collaboration
and corporate culture remained.
Sustainability and circular economy
guided choices
Companies placed even greater emphasis on
sustainability and circularity in office space
design. The EU’s circular economy regulations and
companies’ sustainability reporting obligations
encouraged organisations to choose sustainable
and refurbishable furniture and services based on
lifecycle thinking.
Martela has invested in sustainability for
decades, and the companys business model
is based on the circular economy and lifecycle
thinking. The Workplace as a Service (WaaS) model
meets companies’ needs to extend the lifecycle of
furniture and reduce the challenges associated with
ownership. The Martela Outlet chain enables the
easy acquisition of used and refurbished furniture
and supports the sensible use of resources.
High-quality design and
customer experience
Martelas furniture is designed to withstand time
and use. The importance of sustainable and timeless
design was further emphasised as companies
invested in long-lasting and versatile furniture
solutions and design classics. To ensure safety and
durability of furniture, increasingly greater value
was placed on testing by an accredited third party
for compliance with European EN standards and on
environmental labels issued by third parties.
Customer experience remained a key competitive
factor, and digital services became an increasingly
important part of the procurement process. The
development of e-commerce and digital design
services enabled a smoother customer experience.
The focus on services and listening to customers
needs paid off. Martela achieved the highest
customer satisfaction in its industry for the 11th
consecutive time in Work Life Decision Makers (TEP,
Työelämän päättäjät) survey commissioned
by Taloustutkimus Oy.
MARTELA ANNUAL REPORT 2025 12
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
THE FUTURE WORKING ENVIRONMENT
AT NOKIA HOME OF RADIO
Nokia Home of Radio is one of the world’s
most advanced research, development, and
production environments. Located in Oulu,
the 55,000 square metre smart campus
brings together office facilities and industrial
operations under one roof, including R&D
laboratories and a base station manufacturing
plant, employing a total of 3,000 people.
Workplace and interior design were carried
out by design agency Fyra, while the main
building’s architectural design was led by ALA
Architects. Martela was responsible for the
relocation of both office and production op-
erations, including laboratories, as well as for
the entire loose furniture concept across the
campus, covering delivery, installation,
and commissioning.
A workplace where brand
and nature meet
One of the key goals of the campus was to
create a working environment that supports
future ways of working, technological
development, and Nokias strong brand
identity. Nokia employees were involved in
the design of the spaces from the very
beginning.
The nine office floors form a cohesive
whole, with each floor featuring its own
colour palette inspired by northern nature.
The spaces support focus, encounters, and
collaboration in everyday work.
Responsible furnishing
as part of the whole
Martela’s role was to deliver an extensive
furnishing solution responsibly and in line
with the design vision. All loose furniture
was sourced through Martela.
A significant share of the furniture
was reused from Nokias other locations:
approximately 40 per cent of the furniture
was refurbished and reupholstered to fit
the new campus. This approach allowed old
and new furniture to form a cohesive, high-
quality whole that supports long-term use
and sustainability.
The largest relocation in
Nokias history in Oulu
The relocation was one of the most
extensive in Nokias history in Finland.
The project focused on safety, schedule
control, and seamless transition within
a critical operational environment. Martela
was responsible for planning and executing
the entire relocation.
The commissioning of the campus required
an exceptionally large and demanding move.
The relocation was carried out in phases and
in close cooperation with Nokia to ensure that
research, development, and production activi-
ties could continue without interruption.
A workplace built to last
Nokias Home of Radio in Oulu is a state-of-
the-art smart campus designed for research
and development. The working environment
supports both the design of advanced
technologies and network solutions, as well
as the everyday work and well-being of its
employees.
READ MORE
CASE NOKIA
Photo: Nokia Oyj, © Riikka Kantinkoski ja © Tuomas Uusheimo
MARTELA ANNUAL REPORT 2025 13
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Board of Directors
Report and
Financial Statements
Board of Directors’ Report …………………………………………… 14
Consolidated financial statements, IFRS ………………… 21
Parent company financial statements, FAS …………… 48
Auditor’s report …………………………………………………………………… 57
MARTELA ANNUAL REPORT 2025 14
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Key figures
The Groups revenue for the financial year was EUR
93.7 (86.7) million. The operating result for the year
was EUR -1.1 (-6.5) million. Earnings per share were
EUR -0.75 (-1.87). Cash flow from operating activities
totalled EUR 4.1 (0.1) million. The equity-
to-assets ratio was -5.1 (2.5) per cent and gearing
was -921.2 (1,455.2) per cent. The return on
investment for the year was -5.1 (-25.4) per cent.
Description of the business
Martela is one of the Nordic leaders in the workplace
industry. Martela designs and implements best
workplace and learning environments. Martela
supplies user-centric solutions into todays
workplaces – mobile work and activity based
offices. Martela also offers the widest selection of
services supporting changes in interior planning
as well as supporting maintenance. Our total
offering comprises of the change of the whole
workplace from its specification and planning to
implementation and maintenance.
Martelas offering and product
development
In line with its Lifecycle strategy Martela creates
high-quality services for workplaces and learning
environments along the full lifecycle. Our offering
includes workplace and learning environment
specification and planning, implementation and
Board of Directors’ report
furnishing as well as continuous measurement and
optimisation.
Martelas service model related to furnishings
and changes in premises responds to the constantly
growing need for flexibility. Increasingly, instead of
large one-off investments, space changes are under
more process-like development. In this change,
Martela has highlighted the circular economy model,
flexible Workplace as a Service and development of
digital sales channels, as strategic focus areas.
The development of our product portfolio
remained strong throughout the year 2025. We
enhanced several existing products based on
customer needs and expanded our offering with new
solutions designed to support the future of work
and learning environments. The Oona product family,
designed by Antti Kotilainen, grew with the addition
of stools in various heights, enabling natural work
postures and versatile interactions around standing-
height tables. The expansion of the Oona series
brings greater flexibility and ergonomic options to
customer spaces.
For learning environments, we introduced the
PoGo and PreGo tables designed by Iiro Viljanen.
These new solutions support the evolving
requirements of collaborative learning. Their
adaptability and clean design language provide an
inspiring and efficient platform for both students
and educators. Towards the end of the year, our
popular Sono phone booth, manufactured in Kitee,
was joined by the new Sono Work workspace range.
Available in three different sizes, these rooms are
designed specifically for focused work and offer
organizations excellent space efficiency without
compromising quality.
EUR -1.1 (-1.3) million has been entered in
the Group profit and loss statement as reasearch
and development expenses.
Market situation
Economic development in the Nordic countries has
been weak in 2023-2025, which has been reflected
in caution among Martelas customers when making
purchasing decisions. Economic growth is expected
to improve slightly in 2026 compared to 2025, but
the market situation is still expected to remain
uncertain also in 2026. In the Nordic countries,
office furniture markets are expected to grow
slightly, according to forecasts by the CSIL research
institute. However, for the years ahead, demand is
expected to strengthen, partly due to the increased
pent-up need.
The uncertainty in the markets, combined with
changes in how work is being done, is also creating
demand for Martelas transformation services, even
though office occupancy rates have not yet returned
to pre-pandemic levels and the development of
economic occupancy rates in the Nordic countries
has been historically unusually weak in recent years.
However, workspaces are being adapted to meet the
needs of multi-location hybrid work, with more focus
being placed on their attractiveness than before.
Group structure
Aski Avvecklingsbolag AB shares have been sold
to Martela AB. There was no other changes in
the group structure in 2025.
Revenue and operating result
The January–December 2025 revenue was EUR
93.7 (86.7) million, a increase of 8.1 per cent from
previous year. Compared to the previous year,
revenues increased in Finland 10.5 per cent and in
other countries 2.6 per cent. Revenue decreased in
Sweden 0.5 per cent and in Norway 2.5 per cent
compared to the previous year.
The Groups operating result for the January-
December was EUR -1.1 (-6.5) million. The January
December result before taxes was EUR -3.2 (-8.2)
million.
Financial position
The cash flow from operating activities in
January–December was EUR 4.1 (0.1) million.
At the end of the period, interest-bearing
liabilities stood at EUR 20.7 million including EUR
17.1 million lease liabilities according to IFRS 16. At
the end of comparison period the interest bearing
liabilities stood at EUR 20.8 million including EUR
16.3 million lease liabilities according to IFRS 16.
MARTELA ANNUAL REPORT 2025 15
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Net liabilities were EUR 18.2 (16.9) million.
At the end of the period, short-term limits of EUR
0.0 (0.0) million were in use. Short-term cash limits
of EUR 0.3 (0.3) million would have been available
for utilization.
The gearing ratio at the end of the period was
negative 921.2 because the equity was negative. In
the comparison period the gearing ratio was 1,455.2
per cent. The equity ratio was -5.1 (2.5) per cent.
Financial income and expenses were EUR -2.1 (-1.7)
million.
The balance sheet total stood at EUR 45.8 (54.7)
million at the end of the period.
Capital expenditure
The Groups gross capital expenditure for
January–December came to EUR 0.5 (0.4) million.
Investments do not include changes in non-current
assets capitalized in the balance sheet of lease
liabilities in accordance with IFRS 16.
Changes in the group management team
Kari Leino, who was a member of the group
management team during the period from January
1, 2025, to January 31, 2025, left the Group
Management Team as a result of organizational
changes implemented on February 1, 2025.
There were no other changes in the composition
of the groups management team during 2025.
Personnel
The Group employed an average of 330 (372)
people, change -11.3 per cent. Personnel on average
employed in Finland was 270 (302), in Sweden
19 (25), in Norway 11 (14) and in group Other
countries 30 (31).
The number of employees in the Group was 307
(360) at the end of the review period. Personnel costs
in January–December totalled EUR 19.7 (22.3) million.
Non financial information
MANAGEMENT OF CORPORATE
RESPONSIBILITY
Sustainability is an important part of Martelas
strategy and operations. The groups sustainability,
quality and environmental management, as well as
occupational health and safety systems, are overseen
by the VP, Human Resources and Sustainability.
The responsibility for guiding sustainability in
operations lies with the Sustainability Steering Group,
which consists of members of the executive team, with
the Sustainability Director acting as the secretary.
More detailed information about the groups
sustainability aspects, goals, and achievements can
be found in the separate sustainability report, which
is published annually. The Global Reporting Initiative
(GRI) indicators related to the 2025 sustainability
reporting will be published after the annual report.
The CSRD reform implemented in 2025 significantly
eased the regulatory burden on small and medium-
sized listed companies. With the new increased
reporting thresholds, Martela will not be subject to
the mandatory reporting requirements of CSRD.
However, reporting obligations may affect Martela
indirectly through stakeholders and supply chains,
and regulatory developments therefore is further
monitored and ensured that Martelas voluntary
and strategy-driven sustainability reporting
serves the needs of stakeholders and supports
the companys long-term value.
Already since 2011, Martelas corporate
responsibility has been guided by the Martela
REVENUE (EUR MILLION)
0
50
100
15 0
2021 2022 2023 2024 2025
OPERATING PROFIT (EUR MILLION) INVESTMENTS AND DEPRECIATIONS
(EUR MILLION)
EARNINGS/SHARE AND DIVIDENDS
-7
-6
-5
-4
-3
-2
-1
0
1
2
3
4
5
2 021 2022 2 023 2 024 2 025
0
1
2
3
4
5
6
7
8
2021 2022 2023 2 024 2025
-2
-1,5
-1
-0,5
0
0,5
1
1,5
2
2021 2022 2023 2024 2025
Capital expenditure
excluding leases
Depreciations Earnings/share
(EUR)
Dividends paid (EUR million)
MARTELA ANNUAL REPORT 2025 16
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Corporate Code of Conduct approved and annually
reviewed by the Board of Directors. The principles
contain references to international corporate
responsibility commitments. The company has
engaged itself in the UN Global Compact challenge,
which aims at promoting human rights, rights in
working life, environmental protection and the
eradication of corruption and bribery.
As Martela operates in an international market,
it also takes into account any international treaties,
commitments and recommendations that concern
its work. The most important ones are:
The UN Universal Declaration of Human Rights
OECD Guidelines for Multinational Enterprises
The ILO Declaration on Fundamental Principles and
Rights at Work and other ILO conventions related
to its activities
Since 2011, the practical activities of the
company have been guided by the corporate
responsibility policies approved by the Management
Group concerning matters related to personnel, the
environment and supply chain management.
The principles and policies published on Martelas
website www.martela.com/about-us/sustainability/
corporate-responsibility are reviewed and, when
necessary, updated annually under the coordination
of the Sustainability Steering Group. The principles
and policies cover social and employee matters and
matters related to respecting human rights and
eradication of corruption and bribery.
DESCRIPTION OF THE BUSINESS
OPERATING MODEL
The Martela Lifecycle model takes into account
the entire life cycle of the workplace. Martela
supports the sustainability of its client companies
by offering workplace solutions based on circular
economy principles.
The Group units have the ISO 9001 quality,
ISO 14001 environmental and ISO 45001
occupational health and safety management system
certifications, granted by an independent party, to
ensure continuous improvement, meeting customer
expectations and that environmental and work
safety aspects are controlled.
In the manufacturing process, there is an
emphasis on a strong supplier chain. Martelas own
manufacturing is focused on final assembly and
remanufacturing production at its logistics centre
in Nummela, Finland, which also houses most of
the companys R&D and purchasing. The assembly
of upholstery components takes place at Martelas
own plant in Poland. The manufacture of table top
and storage components takes place mainly at Kidex
Oy, Martelas subsidiary located in Kitee, Finland.
The Martela headquarters in Otaniemi, Espoo,
houses sales and support functions in addition to
the Group administration. Martela has several sales
offices in Finland, Sweden and Norway. In other
countries, the sale of Martelas products takes place
mostly through a dealer network.
The purchasing of products and services from
service providers accounts for more than 70 per
cent of Martela Groups turnover. A network of
around hundred reliable suppliers delivers materials
and components for Martela labelled products.
Around a quarter of the Group’s turnover goes
on salaries and social security payments. Martela
values local manufacturing and employment. As
the share of its service business is growing, the
company will keep creating more new jobs close to
its markets. The distribution of financial value will
be discussed in further detail in the forthcoming
Sustainability Report.
ENVIRONMENTAL MATTERS
Martelas Environmental Policy, approved by
the Group Management Team, aims to decrease
the companys environmental impacts and
promote recycling. The policy gives instructions
on taking environmental matters into account in
the development of its offering, through which
the company will also have an indirect impact
on the environmental effects of its customers.
The essential environmental aspects in Martelas
operations are presented in the materiality
assessment found in the Sustainability Report.
Martela has the best opportunities to influence
the reduction of greenhouse gas emissions and
energy use in its market area through its customers’
premises. Martela is constantly working to help its
customers create facilities that support knowledge
work and improve space efficiency. Therefore,
Martelas most important environmental goal is to
offer its customers the Martela Lifecycle model,
which supports customers’ space efficiency.
As Martela does not have the means to
measure the effects of improved space efficiency
and reduced energy use among its customers,
sustainability reporting focuses on the direct and
indirect impacts of its own operations.
Martelas most significant climate impact
arises from the material usage associated with
the products and services provided to customers.
To optimise material use, Martelas goal is to
produce necessary and durable furniture. Martela
has received the third-party environmental and
sustainability label, Möbelfakta, for a significant
part of its collection. The label emphasises product
quality and sustainability and gives customers
the opportunity to use comparable decision-making
criteria for their sustainable furniture procurement.
Many Martela products have a third-party verified
EPD calculation or a carbon footprint calculation
comparable to one. These enable customers to
assess the climate impact of the manufacturing
process of the furniture they choose. Martela
calculates its climate impact according to the
GHG protocol, taking into account direct emissions
(scope 1), emissions from the production of
purchased energy (scope 2) and indirect emissions
from the value chain (scope 3). Of the greenhouse
gas emissions in 2024, 73 per cent came from
materials purchased or products delivered to
customers (scope 3), 3 per cent from indirect energy
use (scope 2) and 6 per cent from the delivery and
installation of finished products to customers (scope
1). The energy intensity within Martelas calculations,
relative to revenue, was 321 GJ/million euros.
The durability, recyclability and recycling of
furniture are at the heart of Martelas operations.
EQUITY RATIO (EUR MILLION)
-25
0
2 5
50
75
100
-20
0
2 0
40
60
80
2 021 2 022 2 023 2024 2025
(%)
Balance sheet total Equity Equity ratio (%)
MARTELA ANNUAL REPORT 2025 17
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Martelas furniture has been designed to be safe,
durable, refurbishable and restorable, and the
materials used in them to be recycled or used
to produce energy. As part of its comprehensive
service, Martela also offers a furniture recycling
service to its customer companies. When designing
new facility solutions for customers, their old
furniture can either be included in the new design or
recycled responsibly through Martela. Used furniture
in good condition is cleaned and refurbished at
the Nummela remanufacturing facility and then
made available to corporate and private customers
through the Martela Outlet online service and shops.
In 2024, around 20,600 pieces of used furniture
found new homes through the Martela Outlet chain.
There are no significant environmental risks in
Martelas own operations, but global changes in,
for example, energy sources, pricing, availability of
materials and changes in the way of working may
affect Martelas operations in the future.
Environmental goals, their latest realisation and
more detailed environmental metrics are published
annually in the Sustainability Report.
PERSONNEL JA SOCIAL MATTERS
Martelas vision is to create the best places to work.
This goal is enabled by competent and committed
personnel who feel good. Martelas people
management principles are based on company
values and responsible management and leadership
practices. Martelas Sustainability Report contains a
comprehensive description of the social and people
related matters.
The key objectives of personnel competence
development is to develop customer excellence
and experience in every touch point and to improve
operational performance. From supply chain
view point, during 2025 information security and
cybersecurity training was provided to all personnel.
Team leader training was provided in the removal
services and WaaS and Circularity Certification
training was provided to sales personnel.
Hybrid work under expert professions is still in
transition phase in organisations. So too in Martela.
The rules of hybrid work has been specified to
better support different ways of working, taking
into account both individual and teamwork needs.
The principle of the flexible working is to provide
the balance between in-office and remote work
and employees are encouraged to work in different
places in accordance with the nature of work. The
premises at Martelas head office meet the needs
of hybrid work and support working together,
a sense of community and work that requires
concentration.
A safe working environment and working
conditions are of primary importance for the well-
being of the personnel. The basis of a safe work
environment is adequate familiarization with work
tasks, up-to-date instructions and the necessary
safety training. Martelas personnel will have safety
training relevant to their work, enabling them to
perform their work in a professional and safe
manner. Working safely is important in all kind of
work but its importance is emphasised especially
in production, removal and installation services.
Employees are encouraged to actively report all
safety near misses and incidents as they provide
valuable information to improve occupational safety.
During 2025 a break exercise offered as an online
service was piloted to support the well-being
and functional capacity of personnel. In addition,
guidance on ergonomic working methods was
offered in production.
RESPECTING HUMAN RIGHTS
Matters related to respecting human rights are
discussed in, for example, the companys People
PERSONNEL BY AREAS, ON AVERAGE 2024
TOTAL
370
PERSONNEL BY AREAS, ON AVERAGE 2025
Policy and Sustainability Policy for Supply Chain.
The main principle is to offer equal opportunities to
all of employees and to treat each employee fairly. In
the requirements for the suppliers, the focus is on
observing national legislation and ILO conventions,
depending on which of them is found more
demanding from the viewpoint of employee rights.
No breaches of respecting human rights have been
observed in Martelas operations or supply chain.
Martelas products are manufactured on
the basis of customer orders, which means that
the supply chains are short and that the acquisitions
mainly take place from the neighbouring areas
and from elsewhere in Europe. In Europe, where
there is a long tradition of follow-up of working
conditions and labour legislation, the risks related
to respecting human rights are smaller. The social
risks of Martelas suppliers have been thoroughly
investigated and are always reviewed when
selecting new suppliers and in conjunction with
supplier evaluation.
Analysis of sustainability aspects is an
important part of continuous interaction with
suppliers. The policy is communicated with each
purchase order. Additionally, for the most important
suppliers, compliance is checked on a risk-based
basis. Martela annually assesses the risks of social
responsibility in its supply chain through country-
specific sustainability indicators and, on the basis
of these, plans the necessary measures for verifying
social responsibility on a supplier-by-supplier basis.
Since 2022, Martela has annually participated in
the EcoVadis assessment. EcoVadis is the world’s
largest sustainability rating agency. Its assessment
includes 21 sustainability criteria, which are
grouped into four themes: environment, labour and
human rights, ethics, and sustainable procurement.
The rating criteria are based on international
Finland OtherScandinavia Finland OtherScandinavia
TOTAL
372
MARTELA ANNUAL REPORT 2025 18
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
sustainability standards, such as the UN Global
Compact’s ten principles, the International Labour
Organization (ILO) conventions, the Global
Reporting Initiative (GRI) standards, and the ISO
26000 standard. Through EcoVadis, Martela offers
visibility to the latest third-party assessment of
Martelas performance.
The 2025 sustainability training was conducted
in the fall, with 92 per cent of the staff participating.
The training aimed to assess Martela employees
commitment to the principles of responsible
business practices and remind of the appropriate
actions to take if they observe activities contrary to
these principles of responsible business conduct.
The survey showed that all of the respondents
were committed to these principles. During 2025,
Martelas Whistleblowing portal was opened 76
times. Of these, eight contained actual reports of
suspected wrongdoing, leading the company
to take the necessary internal actions.
PREVENTION OF CORRUPTION
AND BRIBERY
Matters related to prevention of corruption and
bribery are discussed in, for example, the Corporate
Code of Conduct and Sustainability Policy for
Supply Chain. Martela does not accept bribery in
any form in its business in any of its market areas.
Giving or receiving bribes is not permitted under any
circumstances.
All transactions are recorded through the financial
management/bookkeeping of each subsidiary.
Martelas and all its subsidiaries bookkeeping and
transactions are subject to an annual statutory audit.
The bookkeeping is transparent to the CFO of
the Group.
Share
Martela has two share series, A and K, with each
K share entitling its holder to 20 votes at a General
Meeting and each A share entitling its holder to one
vote. Private holders of K shares have shareholder
agreement that restricts the sale of K shares to
any party outside the existing holders of K shares.
There is a total of 604,800 K shares and a total of
4,034,412 A series, together 4,639,212 shares.
In January–December, a total of 2,163,262
(1,962,972) of the companys series A shares were
traded on the NASDAQ OMX Helsinki exchange,
corresponding to 53.6 (48.7) per cent of the total
number of series A shares.
The value of trading turnover was EUR 2.0 (2.2)
million, and the share price was EUR 0.72 (0.85) at
the end of the period. During January–December
the share price was EUR 1.25 at its highest and
EUR 0.68 at its lowest. At the end of December,
equity per share was EUR -0.43 (0.25).
During 2025, Martela did not receive any
notifications pursuant to Chapter 9, Section 5
of the Finnish Securities Markets Act.
During 2024 Martela has received three
notifications in accordance with the Finnish
Securities Market Act Chapter 9, Section 5.
On September 18, 2024 Martela received an
announcement from Isku Yhtymä Oy that the total
number of Martela Corporation shares owned by
Isku-Yhtymä Oy has decreased below 5 per cent
and 10 per cent of the share capital in Martela plc,
as a result of share transactions concluded on
September 17, 2024.
On September 18, 2024 Martela received an
announcement from Isku Inspira Oy that the total
number of Martela Corporation shares owned by
Isku Inspira Oy has increased above 5 per cent of
the share capital in Martela plc, as a result of share
transactions concluded on September 17, 2024.
On October 11, 2024, Martela received an
announcement from Isku Inspira Oy, according to
which the total number of Martela Corporation shares
owned by Isku Inspira Oy has increased above 10 per
cent of the shares in Martela plc, as a result of share
transactions concluded on October 10, 2024.
More information on the Martela Corporation
shares and shareholders can be found under note 27
of the Notes to the financial statements.
TREASURY SHARES
Martela did not purchase any of its own shares in
January–December 2025.
On December 31, 2025, Martela owns a total of
1,425 Martela A shares and its holding of treasury
shares amounted to 0.03 per cent of all shares and
0.01 per cent of all votes. Out of the shares, 379 were
purchased at an average price of EUR 10.65 and 1,046
were transferred from Martela Corporation’s joint
account to the treasury shares.
BOARD AND MANAGEMENT
SHAREHOLDINGS OF MARTELA OYJ
Members of the Board, CEO and Management Team
hold at 31.12.2025 total of 141,078 Martela Oyj A
-shares and 2, 673 K -shares, which represents 3.1
per cent of the total amount of shares and 1.2 per
cent of the voting rights.
SHARE-BASED INCENTIVE PROGRAMME
On March 13, 2024, Martela Oyj’s Board of Directors
decided on a new share-based incentive plan for the
groups key employees.
Participating in the new plan requires that the
participant acquire new or transfer already acquired
company A shares up to the amount decided by the
Board of Directors. In order to implement the plan,
the Board of Directors decided on April 29, 2024,
on a share issue of 65,717 company A shares aimed
at the target group of the plan. In addition to this,
the employees who participated in the old plan have
transferred 172,644 of the companys A shares from
their investments in the old plan to the new plan.
In the system, it is possible for the target
group to earn Martela Oyj’s A shares based on
performance and personal investment in Martela
Oyj’s A shares. The board decides the earning
criteria of the plan and the goals set for each
earning criterion at the beginning of the earning
period.
The rewards paid based on the plan are
estimated to correspond to a maximum of 715,000
Martela Oyj’s A shares, including the portion paid in
cash.
37 people, including the CEO and other members
of Martelas management team, were part of
the plans target group when the plan started.
The new performance-based additional share
plan 2024—2026 has three earning periods,
the fiscal years 2024, 2025 and 2026.
In the earning period 2025, the rewards are
based on the groups operating profit (EBIT).
The rewards will be paid partly in Martela
Corporation series A shares and partly in cash.
The cash proportions of the rewards are intended
for covering taxes and tax-related expenses arising
from the rewards to the participants. In 2026,
no reward will be paid based on the program, as
the targets for the 2025 earning period were not
achieved. In 2025, no reward were paid on the basis
of the plan, because the targets of the earning
period 2024 were not achieved.
As part of the implementation of
the performance-based share plan, the Board of
Directors has decided to grant interest-bearing
MARTELA ANNUAL REPORT 2025 19
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
loans of a maximum of approximately EUR 60,000
to persons participating in the program to finance
the acquisition of the companys shares. With
the loans in question, the participants finance
the acquisition of 65,717 of the company’s A shares
in the above-mentioned share issue. The maximum
amount of the loans in question is 70 percent of
the participant’s share investment. In addition to
this, for persons who participated in the old plan
and have transferred to the new plan, the Bord of
Directors has decided to extend the maturity of
the loans granted in 2021 by two years until
the end of 2027.
2025 Annual General Meeting
Martela Corporations Annual General Meeting was
held on Monday, April 7, 2025. The Meeting approved
the Financial Statements, discharged the members
of the Board of Directors and CEO’s from liability
for the year of 2024 and approved remuneration
report and new remuneration policy. The Board of
Directors proposal that no dividends would be paid
was approved.
The Annual General Meeting confirmed that
the Board of Directors will consist of six members
and Mr. Eero Martela, Ms. Hanna Mattila, Mr. Jan
Mattsson, Mr. Johan Mild, Ms. Anni Vepsäläinen and
Mr. Jacob Kragh be re-elected as members of the
Board of Directors. The Annual General Meeting
resolved a monthly compensation of EUR 3,700
be paid for the Chairman of the Board and EUR
1,850 for the Board Members, and an additional
compensation of EUR 1,600 per year to the Board
members belonging to a committee.
Authorized Public Accountant Ernst & Young Oy
was elected as the companys auditor.
The remuneration of the auditor will be paid
according to the invoice that has been accepted by
the Audit Committee of the company. Ernst & Young
Oy has informed that Authorized Public Accountant
Mr. Osmo Valovirta will act as the principal auditor.
Sustainability audit firm Ernst & Young Oy was
elected as the company’s sustainability reporting
assurer. The remuneration of the sustainability
reporting assurer will be paid according to the
invoice that has been accepted by the Audit
Committee of the company. Ernst & Young Oy has
informed that Authorized Sustainability Auditor
Mr. Osmo Valovirta will act as the principally
responsible sustainability reporting assurer.
The Annual General Meeting authorized the
Board in accordance with the proposal of the Board
of Directors to decide on the repurchase and/
or accepted as pledge of a maximum of 450,000
Companys own A shares in one or several occasions.
Own shares will be repurchased in public trading
maintained by Nasdaq Helsinki Ltd at the market
price of the shares as per the time of repurchase
or otherwise at a price formed on the market. Own
shares may be repurchased when necessary as a
part of the Companys salary and incentive scheme,
for use in conjunction with corporate acquisitions
and other business arrangements, if the Board
deems this is in the interest of the shareholders
in light of the companys share indicators, or if
the Board deems it is an economical way of using
liquid assets, or for some other similar purpose. Own
shares repurchased to the Company may be retained
in the possession of the Company, cancelled or
transferred further. The Board of Directors resolves
how own shares are repurchased and/or accepted
as pledge. The authorization grants the Board of
Directors the right to resolve on all other terms
of the repurchase and/or acceptance as pledge
of the own shares. Thus, this share repurchase
authorization includes the right to repurchase shares
otherwise than in proportion of the shareholdings
(directed repurchase). The authorization cancels
any previous unused authorizations to repurchase
the Companys own shares. This share repurchase
authorization will be valid until the closing of
the next Annual General Meeting, however, no
longer than until 30 June 2026.
The General Meeting authorized the Board of
Directors to decide upon the issuance of shares and
the issuance of special rights entitling to shares as
referred to in Chapter 10 Section 1 of the Companies
Act in one or several tranches, either against
payment or without payment. The aggregate number
of shares to be issued, including the shares to be
received based on special rights, cannot exceed
450,000 of the Companys A-series shares. The Board
of the Directors may resolve to issue new shares
or to transfer own shares possibly held by the
company. The maximum amount of the authorization
corresponds to approximately 10 per cent of all
shares in the Company. The Board of Directors is
authorized to decide on all other matters related to
the issuance of shares and special rights entitling
to shares, including the right to deviate from
the pre-emptive right of shareholders to subscribe
for shares to be issued. The authorization is
proposed to be used for the purposes of paying
purchase prices of corporate acquisitions, share
issues and issues of option rights and other special
rights entitling to shares. This authorization remains
valid until the closing of the next Annual General
Meeting, however, no longer than until 30 June 2026.
The Board of Directors elected by Martela
Corporations Annual General Meeting had its
organisational meeting after the Annual General
Meeting and elected from among its members
Johan Mild as the Chairman and Anni Vepsäläinen
as the Vice Chairman of the Board.
Administration
Martela Corporation is a Finnish limited liability
company that is governed in its decision-making
and management by Finnish legislation, especially
the Finnish Limited Liability Companies Act,
by other regulations concerning public listed
companies, and by its Articles of Association.
The company complies with the NASDAQ
OMX Guidelines for Insiders and the Corporate
Governance Code 2025 for Finnish listed companies
published by the Securities Market Association.
Company has published its Corporate Governance
report as a separate document in companys
website. More information on Martelas governance
can be found on the companys website.
Martela Responsibility Report includes
extensively the non-financial information (NFI)
required by the accounting law. The Responsibility
Report of 2025 will be published after the Annual
Report.
Risks and uncertainties
The principal risk regarding profit performance
relates to the general economic uncertainty and
the consequent effects on the overall demand
in Martelas operating environment. To general
economic development, changes related to working
life trends, such as the evolving relationship
between remote work and on-site work, also affect
the overall demand in the business environment
and the product-specific focus areas of demand.
Mentioned changes in working life trends create
risks for performance development and its
forecasting. In addition, due to the project-based
nature of the industry, short-term predictability
is generally challenging. According to Martelas
risk management model, risks are classified and
addressed in various ways.
MARTELA ANNUAL REPORT 2025 20
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Company regularly evaluates and monitors
the financing need of its operations in order to
secure sufficient liquid funds to run the operations
and to facilitate other liabilities, like long-term
rental agreements related payments. Lower-than-
expected demand or unfavorable conditions in the
operating environment can however cause that
companys liquid funds will not be sufficient to
finance the operations. This risk is managed, among
other measures, by adjusting costs and increasing
operational efficiency. Additionally, efforts are made
to raise product margins whenever possible without
reducing the overall volume of revenue. Furthermore,
the group aims to accelerate the turnover of working
capital by lowering inventory levels and increasing
billing frequency through advance invoicing.
Additional funding opportunities are also evaluated
regularly.
There is a moderate risk related to the
delivery reliability of the components required for
manufacturing, which could also negatively impact
the delivery reliability of Martelas final products.
Production of Martelas products is based on orders
placed by customers, supply chain is short and
purchases are mainly from neighboring area and
from other parts of Europe. Extensive warehousing
is not necessary for products other than the most
common product lines, where the delivery speed has
been prioritized. The product assembly is automated
and based on component subcontracting and on
assembly carried out by Martela.
Risks of damage are covered with appropriate
insurance and this provides comprehensive
coverage for property, business interruption, supplier
interruption loss and loss liability risks. The services
of an external partner are used in insurance as well
as in legal matters.
Finance risks are discussed in note 22 of
the notes to the financial statements.
SHORT-TERM RISKS
The companys most significant individual risks
affecting operations in the short-term are related
to earnings development and, consequently, to
the evolution of liquidity. The key risks to earnings
development and liquidity are related to general
economic uncertainty and its impact on the overall
demand for Martelas business environment, as well
as Martelas relative performance in the total market.
Additionally, the decline of the overall market in
recent years has increased price competition within
the industry, which has pressured profitability. These
factors together increase uncertainty regarding
overall demand and margins, making the demand
for Martelas products and margins less predictable.
Due to the project-based nature of the industry,
forecasting in the near term is challenging.
The company utilizes certain financial solutions
to maintain short-term liquidity. It is possible that
the terms of these financial arrangements may
deteriorate, which could negatively impact
the companys short-term liquidity.
The Board of Directors and management have
identified new efficiency, and operational as well
as administrative saving measures in late 2025
and early 2026, which are to be implemented in
the early part of 2026. Some of these actions are
also targeting to decrease the funds tied to working
capital. Furthermore, the company has identified and
preparing structural changes, which are improving
the short-term liquidity. The above mentioned
actions are improving the companys cash flow and
liquidity situation during 2026.
Events after the end of the financial year
There are no other significant events to report after
the period from January to December 2025, and
operations have continued as planned.
Outlook for 2026
Martela anticipates its revenue to decerese slightly
in full-year 2026 compared to previous year and
comparable operating result to be on profit.
The operating profit is expected to improve from
the previous year, primarily due to a more profitable
project and product portfolio as well as the impact
of operational and administrative efficiency
measures. The decrease in net sales is mainly due
to a reduction in the proportion of large project
deliveries.
The general economic situation and customer
investment demand are still associated with
significant uncertainties also in the year 2026,
primarily due to geopolitical and trade policy
situation. Uncertainty also relates to the outlook
for interest rates and inflation. Therefore, we do not
expect a significant strengthening of demand in
the main markets in 2026.
The need for changes in office spaces arises as
work methods evolve. The materialization of this
need will increase demand for Martelas services
and furniture in the long-term.
Proposal of the board of directors for
distribution of profit
The Board of Directors proposes to the Annual
General Meeting that no dividend will be distributed
for 2025.
Annual general meeting
Martela Corporations AGM is planned to be held on
Wednesday April 8, 2026. The notice of the Annual
General Meeting will be published in a separate
release.
MARTELA ANNUAL REPORT 2025 21
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Consolidated comprehensive income statement
(EUR 1,000)
Note 1 Jan–31 Dec 2025 1 Jan–31 Dec 2024
Revenue 1 93,664 86,668
Other operating income 2 117 148
Changes of inventories of finished goods and work in progress -1,352 4,572
Raw material and consumables used
-56,017 -56,618
Production for own use
245 326
Employee benefits expenses 3
-19,748 -22,300
Other operating expenses 4
-10,558 -12,216
Depreciation and impairment 5
-7,407 -7,114
Operating profit (-loss)
-1,056 -6,533
Financial income 7
233 163
Financial expenses 7
-2,333 -1,839
Profit (-loss) before taxes
-3,156 -8,210
Income taxes 8
-304 -482
Profit (-loss) for the financial year
-3,460 -8,692
Other comprehensive income:
Items that will not later be recognised through profit or loss
Items resulting from remeasurement of the net debt related to
defined benefit plans
27 15
Taxes from items that will not later be recognised through profit or loss
0 0
Items that may later be recognised through profit or loss
Translation differences
297 192
Other comprehensive income for the period
324 207
Total comprehensive income
-3,136 -8,485
Allocation of profit (-loss) for the financial year
Equity holders of the parent
-3,460 -8,692
Allocation of total comprehensive income
Equity holders of the parent
-3,136 -8,485
Earnings per share of the profit attributable to the equity holders of the parent
Basic earnings/share, EUR 9
-0.75 -1.87
Diluted earnings/share, EUR 9
-0.75 -1.87
Consolidated balance sheet
(EUR 1,000)
Note 31 Dec 2025 31 Dec 2024
Assets
Non-current assets
Intangible assets 10 2,729 3,337
Tangible assets 11 14,658 14,707
Non-current financial assets 12 428 567
Deferred tax assets 13
2,392 2,631
Non-current assets, total
20,206 21,242
Current assets
Inventories 14
7,780 10,879
Trade receivables and other receivables 12, 15
15,187 18,645
Cash and cash equivalents
2,588 3,903
Current assets, total
25,554 33,426
Assets, total
45,761 54,668
MARTELA ANNUAL REPORT 2025 22
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Consolidated cash flow statement
(EUR 1,000)
Note 1 Jan–31 Dec 2025 1 Jan–31 Dec 2024
Cash flows from operating activities
Profit/loss before taxes -3,156 -8,210
Depreciation and impairment 7,407 7,114
Unrealized exchange rate gains and losses -37 106
Financial income and expenses 2,100 1,677
Other adjustments and income and expense non-cash *)
-546 -1,886
Cash flow before change in working capital
5,768 -1,199
Change in working capital
Non-interest-bearing receivables, increase (-) / decrease (+)
3,190 395
Inventories, increase (-) / decrease (+)
3,335 -1,644
Non-interest-bearing liabilities, increase (+) / decrease (-)
-5,763 4,735
Cash flow before financial items and taxes
6,530 2,287
Interest and other financial items paid
-1,393 -827
Interest and other financial items received
43 35
Interest on lease liabilities
-681 -673
Income tax paid
-374 -711
Net cash from operating activities (A)
4,125 111
Cash flows from investing activities
Capital expenditure on tangible and intangible assets
-470 -387
Proceeds from sale of tangible and intangible assets
20 24
Cash flow from investing activities (B)
-450 -363
Cash flows form financing activities
Proceeds from short-term loans
0 3,198
Repayments of short-term loans 18
-788 0
Repayments of lease liabilities
-4,260 -3,979
Proceeds from long-term loan receivables
139 0
Cash proceeds from issuing shares
0 43
Cash flow from financing activities (C)
-4,909 -738
Change in cash and cash equivalents (A+B+C), increase (+) / decrease (-)
-1,234 -990
Cash and cash equivalents at the beginning of year
3,903 5,053
Translation differences
-81 -160
Cash and cash equivalents at the end of year
2,588 3,903
*) The amount includes netted cash flows adjusting revenue and purchases related to the rental service model.
(EUR 1,000) Note
31 Dec 2025
31 Dec 2024
Equity and liabilities
Equity attributable to holders of the parent 16
Share capital
7,000 7,000
Share premium account
1,116 1,116
Reserve for invested unrestricted equity
1,080 1,080
Other reserves
-9 -9
Treasury shares*)
-4 -4
Translation differences
-581 -878
Retained earnings
-10,580 -7,147
Equity, total
-1,977 1,159
Non-current liabilities
Pension obligations 19
72 77
Financial liabilities 12, 18
13,157 13,504
Provisions 20
312 292
Non-current liabilities, total
13,542 13,873
Current liabilities
Financial liabilities 12, 18
7,570 7,247
Advances received 21
7,270 8,524
Trade payables 12, 21
9,673 14,368
Accrued liabilities and prepaid income 12, 21
5,592 6,366
Other current liabilities 12, 21
4,013 3,057
Provisions 20
78 73
Current liabilities, total
34,196 39,636
Liabilities, total
47,738 53,509
Equity and liabilities
45,761 54,668
*) The treasury shares acquired for and assigned to share-based incentive scheme
are shown in accounting terms as treasury shares. See notes 16.
MARTELA ANNUAL REPORT 2025 23
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Statement of changes in equity
Equity attributable to equity holders of the parent (EUR 1,000)
Share capital
Share premium
account
Reserve for invested
unrestricted equity Other reserves Treasury shares Translation diff. Retained earnings Equity total
Equity 1 Jan 2024 7,000
1,116
995 -9 -4 -1,070 1,530 9,558
Profit (-loss) for the financial year -8,692 -8,692
Translation differences 192 192
Items resulting from remeasurement of the net debt related to defined benefit
plans (incl. Deferred taxes)
15 15
Other comprehensive income for the period 192 15 207
Total comprehensive income 192 -8,677 -8,485
Share issue 85 85
Equity 31 Dec 2024 7,000
1,116
1,080 -9 -4 -878 -7,147 1,159
Equity 1 Jan 2025 7,000
1,116
1,080 -9 -4 -878 -7,147 1,159
Profit (-loss) for the financial year -3,460 -3,460
Translation differences 297 297
Items resulting from remeasurement of the net debt related to defined benefit
plans (incl. Deferred taxes)
27 27
Other comprehensive income for the period 297 27 324
Total comprehensive income 297 -3,433 -3,136
Share issue 0
Equity 31 Dec 2025 7,000
1,116
1,080 -9 -4 -581 -10,580 -1,977
More information in Notes 16 Equity and 17 share-based payments.
MARTELA ANNUAL REPORT 2025 24
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Accounting principles for the consolidated
financial statements
Martela Group
Martela Corporation supplies ergonomic and
innovative furniture solutions and provides interior
planning services.
The Groups parent company is Martela Oyj,
a Finnish public limited company domiciled in Espoo,
street address Miestentie 1, 02150 Espoo. The
companys A shares are listed on Nasdaq Helsinki.
The Groups financial statements are available
online at Martelas home pages www.martela.com.
These financial statements were authorized for
issue by the Board of Directors of Martela Oyj on
February 24, 2026. The Finnish Limited Liability
Companies Act permits the shareholders to approve
or reject the financial statements in the general
meeting that is held after publishing the financial
statements. As well, the general meeting has
a possibility to amend the financial statements.
BASIS OF PREPARATION
Martelas consolidated financial statements are
prepared in accordance with the International
Financial Reporting Standards (IFRS) as on
December 31, 2025. As referred to in the Finnish
Accounting Act and in ordinances issued pursuant
to the provisions of this Act, the International
Financial Reporting Standards refer to
the standards and their interpretations adopted
in accordance with the procedure laid down in
Regulation (EC) No 1606/2002 of the EU.
The notes to the consolidated financial statements
also conform with additional requirements of
the Finnish accounting and company legislation.
The consolidated financial statements are
presented in thousands of euros and have been
prepared on the historical cost basis except as
disclosed in the accounting policies. All presented
figures have been rounded, which is why the sum of
individual figures might deviate from the presented
sum. The key financial indicators have been
calculated using exact figures. Martelas consolidated
financial statements cover the full calendar year, and
this represents the financial period for the parent
company and the Group companies.
USE OF ESTIMATES
The preparation of the financial statements in
conformity with IFRS requires Group management
to make certain estimates and to use judgement
when applying accounting policies. The section
Accounting policies requiring management’s
judgement and key sources of estimation
uncertainty” refers to the judgements made by
management and those financial statement items
on which judgements have a significant effect.
Principles of consolidation
The consolidated financial statements include the
parent company, Martela Oyj, and all the subsidiaries
in which the parent company controls, directly or
indirectly, more than 50 per cent of the voting power
of the shares, or otherwise has control. Martela is
considered to be in control of a subsidiary when it
is exposed, or has rights, to variable returns from
its involvement with the subsidiary and has
the ability to affect those returns through its
power over the subsidiary. Subsidiaries are
included in the consolidated financial statements
by using the acquisition method. The intra-group
transactions, unrealised margins on intra-group
deliveries, intra-group receivables and liabilities
and profit distribution are eliminated.
Items denominated in foreign currency
Transactions in foreign currencies are translated
at the exchange rate prevailing on the date of the
transaction – in practice, for transactions taking
place within any given month, a rate is used that
approximates the rate of the transaction date.
At the end of the reporting period, the monetary
assets and liabilities are translated into functional
currencies at the exchange rate at the end of the
reporting period. Exchange rate gains and losses
related to business operations are treated as
adjustments to the purchases and sales. Exchange
rate gains and losses in financing are treated as
adjustments to financial income and expenses.
The statements of comprehensive income and
cash flows of foreign subsidiaries for the period
are translated into euros at the average rates for
the financial year, and the balance sheets at
the average rates of the European Central Bank at
the end of the reporting period. The translation of
the profit or loss and comprehensive income for the
period at different exchange rates in the statement
of comprehensive income and in the balance sheet
causes a translation difference which is recognised
in other comprehensive income. The exchange rate
differences arising from the elimination of the cost
of the foreign subsidiaries and the exchange rate
differences arising from the translation of post-
acquisition equity are also recognised in other
comprehensive income. Similar treatment is applied
to intra-group non-current loans which in substance
MARTELA ANNUAL REPORT 2025 25
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
are equity and form a part of the net investment
in the operation in question. When a subsidiary
is disposed of, all or in part, the accumulated
translation differences are reclassified to profit
and loss as part of the gain or loss on disposal.
Revenue recognition principles
Furniture is mainly delivered as installed at
customer. The control of the furniture is transferred
to the customer when the deliverables form the
contract are fulfilled, i.e. the furniture is delivered
and installed at customer and the customer has
approved the delivery. The significant risks and
rewards of ownership of the furniture is also
transferred to the buyer through the approval of
the delivery. Revenue from sold goods is recognised
as the control of the goods is transferred to
the buyer according to the agreement. The normal
warranty for standard Martela produced products
in normal use is five years and for other standard
products two years.
Consultative services consist of workshops and
interviews for specification of the demands placed
on the work environment and interior planning
services. The deliverable is fulfilled and the control
is transferred to the customer as the product of
the service is delivered to the customer. Revenue
from consultative services is recognised as
the deliverable is fulfilled.
In removals services the value of the service
is received by the customer as Martela provides
the service. In such cases the revenue is recognised
over time. The removal services provided by Martela
are mainly short in duration. In case a removal
services project lasts for several months is
the revenue recognised based on either invoicing
of the achieved project milestones or based on
actual work hours registered for the project.
The transaction prices for the sold goods
and services are defined for each deliverable on
the sales orders and no variable considerations
are in use. Martela does not have capitalized costs
for obtaining or of fulfilling customer contracts.
Sales receivables are typically due latest within two
months from invoicing. The customer contracts
do not include significant financing components
provided by Martela.
Revenue consists of income from customer
contracts according to IFRS 15 and income from
customer contracts that are classified as leases
based on the contract contents, and are treated
in accordance to IFRS 16.
Leases in which substantially all the risks
and rewards incidental to ownership of an asset
remain with the lessor are classified as operative
lease contracts and recognised as revenue in the
statement of comprehensive income on a straight-
line basis over the lease term.
Employee benefits
PENSION LIABILITIES
The Group has arranged defined contribution plans
and defined benefit plans for retirement. A defined
contribution plan is a pension plan under which
the Group pays fixed contributions into a separate
entity. The Group has no legal or constructive
obligations to pay further contributions if the fund
does not hold sufficient assets to pay all employees
the benefits relating to employee service in the
current and prior periods. A defined benefit plan is a
pension plan that is not a defined contribution plan.
Contributions made to defined contribution plans
are recognised in profit or loss as an expense as
incurred.
The obligations of defined benefit plans are
calculated separately for each plan. The projected
unit credit method is used in the calculation.
Pension costs are recognised as an expense
over the service period of personnel based on
calculations performed by qualified actuaries. In
calculating the present value of a pension obligation,
the market yield of corporate high-grade bonds or
the interest rate of government bonds are used
as the discount rate. Their maturity corresponds
to a significant extent with the maturity of the
computed pension liability.
Pension expenses (service cost in the period)
and the net interest for the net debt related to
the defined benefit pension plan are recognised
through profit or loss. Pension expenses are
included in employee benefit expenses. Items
resulting from the remeasurement of the net debt
(or net asset) related to the defined benefit plan are
recorded in items of other comprehensive income
in the financial period during which they emerge.
These include actuarial gains and losses and returns
on assets included in the plan, among other items.
Past service costs are recognised in expenses
through profit or loss on the earlier of the following
dates: the date when the plan is amended or
reduced, or the date when the entity recognises
the reorganisation expenses related to this or
the benefits related to the termination of
the employment relationship
SHARE-BASED PAYMENTS
In the Groups share-based incentive system, with
vesting periods 2024, 2025 and 2026, payments are
made in a combination of shares and cash. Share
rewards are measured at fair value at the grant date
and recognised as expenses over the vesting period.
The vesting conditions are taken into account in
the number of shares which are expected to vest
by the end of the validity period. Measurements are
adjusted at the end of each reporting period and
the settlement is recognised under equity.
The expense determined at the time of granting
the share-based incentives is based on the Groups
estimate of the number of shares which are
expected to vest by the end of the vesting period.
The assumed vesting takes account of the maximum
incentive, the assumed achievement of non-market-
based earnings targets and the reduction of persons
participating the plan. The Group updates the
estimate of the final number of shares at the end
of each reporting period. Their impact on profit or
loss is presented in the statement of comprehensive
income under employment benefits expenses.
Operating profit (loss)
Operating profit is the Groups profit from
operations before financial items and income taxes.
Exchange rate differences arisen in the translation
of trade receivables and payables denominated in
foreign currencies are included in operating profit.
Income taxes
The taxes recognised in the consolidated statement
of comprehensive income include current tax based
on the taxable income of the Group companies for
the financial year, taxes for previous years and
the change in deferred taxes. For transactions and
other events recognised in profit or loss, any related
tax effects are also recognised in profit or loss. For
transactions and other events recognised outside
profit or loss (either in other comprehensive income
or directly in equity), any related tax effects are also
recognised either in other comprehensive income or
directly in equity, respectively.
Deferred tax assets and liabilities are recognised
on temporary differences between the tax bases
and IFRS carrying values of assets and liabilities
MARTELA ANNUAL REPORT 2025 26
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
in the financial statements. A deferred tax asset is
recognised only to the extent that it is probable that
taxable profit will be available against which it can
be used. Deferred tax liabilities are recognised to
the full extent in the balance sheet. Deferred taxes
are measured by using the tax rates enacted or
substantively enacted by the end of the reporting
period.
Intangible assets
GOODWILL
Goodwill resulting from business combinations
represents the excess of the consideration
transferred over the fair value of the net identifiable
assets acquired.
Goodwill is tested annually or more frequently
if there are indications that the value might be
impaired. Testing is performed at least at the end
of each financial year. For this purpose goodwill is
allocated to cash generating units. An impairment
loss is recognised whenever the carrying amount
of cash-generating unit exceeds the recoverable
amount. Impairment losses are recognised
in the comprehensive income statement.
An impairment loss in respect of goodwill is
never reversed.
RESEARCH AND DEVELOPMENT
Research and development is active and continuous
in the Group and if individual development projects
are of such a scope in relation to operations and
if the capitalization criteria are fulfilled these
projects are capitalized. Research expenditure is
recognised as an expense when incurred. R&D-
related equipment is capitalised in machinery and
equipment. There has been no development costs
that met the capitalization criteria during
the financial year.
OTHER INTANGIBLE ASSETS
An intangible asset is initially capitalized in the
balance sheet at cost if the cost can be measured
reliably and it is probable that the expected future
economic benefits that are attributable to the asset
will flow to the Group. Other intangible assets
include software licences, IT-programmes, patents
and other corresponding rights. Patents, licences
and other rights are measured at historical cost,
less amortisation and any impairment.
The useful lives of intangible assets are as follows:
Licences …………………………………………………………………………… 3–5 years
IT-programmes ………………………………………………………… 3–10 years
Customer ship …………………………………………………………………… 4 years
Brands …………………………………………………………………………………… 6 years
Patents and other corresponding rights ……… 10 years
Amortisation is recognised using the straight-line
method.
Tangible assets
Land, buildings, machinery and equipment
constitute the majority of tangible assets.
They are measured in the balance sheet at
historical cost, less accumulated depreciation
and any impairment.
When a part of an item of property, plant and
equipment (accounted for as a separate asset) is
renewed, the expenditure related to the new item
is capitalised and the possibly remaining balance
sheet value removed from the balance sheet. Other
expenditure arising later is capitalised only when
future economic benefits will flow to the Group.
Other expenditure for repairs or maintenance is
expensed when it is incurred. Those borrowing
costs directly attributable to the acquisition,
construction or production of a qualifying asset
are capitalised as part of the cost of that asset.
Depreciation is calculated on a straight-line basis
over the estimated useful life of the asset.
A tangible asset once classified as held for sale is
not depreciated. Land is not depreciated.
The estimated depreciation periods are as follows:
Buildings …………………………………………………………………… 15–30 years
Machinery and equipment …………………………………… 3–8 years
The residual values and useful lives of tangible
assets are reviewed at least at each financial
year-end and, if necessary, are adjusted to reflect
changes in the expected future economic benefits.
Gains and losses from the sale or disposal of
tangible assets are recognised in profit and loss and
presented under other operating income or other
operating expenses.
IMPAIRMENT OF TANGIBLE AND
INTANGIBLE ASSETS
The carrying amounts of assets are assessed at
the end of each reporting period to observe whether
there are any indications that an asset may be
impaired. If such indications exist, the recoverable
amount of the asset will be estimated at the higher
of its fair value less costs to sell and its value in
use. An impairment loss is recognised if the balance
sheet value of an asset or a cash-generating unit
exceeds the recoverable amount of it. Impairment
losses are recognised in the statement of
comprehensive income.
If there are indications that impairment
losses no longer exist or that they have diminished,
the recoverable amount is estimated. An impairment
loss previously recognised in the statement of
comprehensive income is reversed if the estimates
used in measuring the recoverable income have
changed. However, an impairment loss cannot
be reversed to an extent more than what
the carrying amount of the asset or cash-generating
unit would be without recognition of an impairment
loss.
Leases
Martelas lease contracts consist mainly of office
spaces, cars and IT-equipment. The lease contracts
of cars and IT-equipment are time limited whereas
the contracts for office spaces are open ended as
well as time limited. The lease contracts do not
include variable lease payments.
Lease agreements, for which the lease period
is beyond 12 months, are according to IFRS 16
recognised on the balance sheet as a right-of-use
assets and lease liabilities. The right-of-use assets
decreased with the accumulated depreciations
are recognised as tangible assets. The right-of-
use assets are depreciated over the lease period
or an estimated period if longer. Estimated rental
periods, are used for lease agreements of indefinite
duration. The estimated rental periods are 2 years
for rented offices and sales facilities and 1 year for
warehouses. Martela applies the exemptions to IFRS
16 and does not apply IFRS 16 to short-term leases
for which the lease term ends within 12 months and
leases of low-value assets, which are not offices
or warehouses in use by Martela. The payments
for these are recognised as equal instalments over
the rental period in the consolidated statement of
comprehensive income.
The lease liabilities have been discounted at
the borrowing rate.
Company also operates as lessor of furniture.
Accounting principles of these are described under
revenue recognition principles.
MARTELA ANNUAL REPORT 2025 27
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Inventories
Inventories are measured at the lower of cost and
net realisable value. The value of inventories is
determined by using weighted average purchase
prices and it includes all direct expenditure incurred
by acquiring the inventories and also a part of the
production overhead costs. Net realisable value is
the estimated selling price in the ordinary course
of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Inventory value includes adjustments caused by
obsolescence.
Financial assets
Groups financial assets are classified into
the following groups: financial assets at fair value
through profit or loss, financial assets at fair
value through other comprehensive income and
financial assets measured at amortised costs.
The classification depends on the purpose of
acquiring the financial assets, and they are
classified at the time of initial acquisition. All
purchases and sales of financial assets are
recognised and derecognised on the trade date.
The Group derecognises financial assets when it
has lost its right to receive the cash flows or when
it has transferred substantially all the risks and
rewards to an external party.
Financial assets measured at amortised costs
include assets that are held in a business model
whose object is achieved by holding the assets
and collecting contractual cash flows until the due
date. The cash flow from the assets consists of
solely payments of principal and interest on
the principal amount outstanding. They are originally
recognised at fair value and subsequently measured
at amortised cost. The group recognises a deduction
in the financial assets recognised at amortised cost
based on expected credit losses. These assets are
included in either current or non-current financial
assets (they are included in the latter if they
mature over 12 months later). The category includes
loan, trade and other receivables that are not
derivatives.
Cash and cash equivalents comprise cash in
hand, in banks and in demand bank deposits,
as well as other current, very liquid investments.
Items qualifying as cash and cash equivalents
have original maturities of three months or less
from the date of acquisition.
IMPAIRMENT OF FINANCIAL ASSETS
At the end of each reporting period, the Group
assesses whether objective evidence exists of
the impairment of an individual financial asset
or a group of financial assets. Impairment will be
recognised through profit or loss.
A simplified model according to IFRS 9 is used
in assessing the expected credit losses on trade
receivables: credit losses are recognised to an
amount that represents the expected credit losses
for the full lifetime. The expected credit losses are
assessed based on historical information on credit
losses and on the information on the future financial
circumstances available on the review date.
FINANCIAL LIABILITIES
The Group classifies its financial liabilities as
financial liabilities measured at amortised cost
(mainly includes borrowings from financial
institutions, IFRS 16 lease liabilities and trade
payables).
Financial liabilities are initially recognised at
fair value and are subsequently measured either
at amortised cost or at fair value, based on
the classification made. Financial liabilities are
included in current and non-current liabilities and
they can be interest-bearing or non-interest-bearing.
Bank overdrafts are included in current interest-
bearing liabilities. Financial liabilities are regarded
as current, unless the Group has an absolute
right to postpone the repayment of the debt until
a minimum of 12 months after the end of the
reporting period. Financial liabilities (in full or in
part) are not eliminated from the balance sheet until
the debt has ceased to exist – in other words, when
the obligation specified in the agreement has been
fulfilled or rescinded or ceases to be valid.
The Group uses derivative financial instruments,
to hedge its electricity price risk. The Group
doesn’t apply hedge accounting, but derivatives are
recognized at fair value through the statement of
profit or loss at each balance sheet date according
to the closing rate of the period. Derivatives are
carried as financial assets when the fair value
is positive and as financial liabilities when
the fair value is negative. The change in fair
value is recognised in income statement in raw
material and consumables used.
Share capital
Outstanding ordinary shares are shown as share
capital. The share capital consists of K and A series
shares. The shares of both series have identical
dividend rights but K series shares confer 20 votes
and A series shares 1 vote at general meetings of
shareholders.
Expenses related to the issuance and acquisition
of own equity instruments are presented as
deductions from equity. If Martela Oyj buys back its
own equity instruments, their cost is deducted from
equity.
DIVIDENDS
Dividends proposed by the Board of Directors
are not recorded in the financial statements but
the related liability is only recognised when
approved by a general meeting of shareholders.
Provisions
A provision is recognised when the Group has a
legal or constructive obligation as a result of a past
event, it is probable that on outflow of economic
benefits will be required to settle the obligation and
the amount can be estimated reliably. The amount
recognised as a provision is equal to the best
estimate of the expenditure required to settle the
present obligation at the end of the reporting period.
Accounting policies requiring
management’s judgement and key
sources of estimation uncertainty
In preparing the financial statements it is
necessary to make forward-looking estimates and
assumptions which may not, in fact, turn out to be
true. In addition, it is necessary to use judgement
in applying accounting policies to the financial
statements. The foremost estimates concern
the utilisation of deferred tax assets against future
taxable income and the assumptions used in
the impairment testing. Other estimates requiring
management’s judgement mainly concerns
the amount of non-marketable inventories,
impairment of trade receivables, the amount of
guarantee provisions and the definition of the lease
period in lease contracts of indefinite duration
under IFRS 16. Estimates and assumptions are
based on management’s current best knowledge at
the end of the reporting period, reflecting historical
experience and other reasonable assumptions.
MARTELA ANNUAL REPORT 2025 28
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Going concern assumption
The financial statements for the financial year
2025 have been prepared on a going concern
basis, which assumes that Martela will be able to
meet its liabilities and obligations arising from its
operations in the foreseeable future as part of its
normal business operations. When assessing the
going concern assumption, Martelas management
has taken into account the uncertainties and risks
related to the business environment, the companys
available funding sources, short-term adaptation
measures available to management, and the cash
flow forecasts of the various group companies
operations over the next 12 months. The companys
long-term and short-term financial liabilities are
mainly deferred lease commitments, which are
amortized in monthly rent payments and do not
involve any covenants or other maturity terms.
The companys most significant lease agreements
are long-term.
The business environment has been extremely
challenging in recent years, and as a result, the
groups liquidity situation has tightened, particularly
in the second half of 2024 and to some extent
during 2025. The risk related to liquidity is managed,
among other things, by adjusting costs and
increasing operational efficiency. In addition,
the aim is to increase product margins as much
as possible without reducing the total volume of
turnover. In addition, the aim is to accelerate
the turnover rate of working capital, for example
by reducing inventory levels and increasing
the invoicing frequency through advance invoicing.
The company utilizes certain financing solutions to
maintain short-term liquidity. It is possible that the
terms of these financing solutions may deteriorate,
which could negatively impact the companys
short-term liquidity. The company is also exploring
opportunities for using new sources of financing.
The company has implemented structural
adjustments and efficiency measures in the early
part of 2024, whose effects were fully realized in
2025. In addition, new structural adjustment and
efficiency measures implemented in early 2025
improved the companys cost efficiency in 2025, and
their impact will continue into 2026. Furthermore,
the company carried out smaller-scale cost-saving
measures in second half of 2025, and their effects
will carry on into 2026. In addition, the Board of
Directors and the management have identified new
efficiency, and operational as well as administrative
saving measures in late 2025 and early 2026,
which are to be implemented in the early part of
2026. Some of these actions are also targeting
to decrease the funds tied to working capital.
Furthermore, the company has identified and
preparing structural changes, which are improving
the short-term liquidity. The above mentioned
actions are improving the companys cash flow
and liquidity situation during 2026.
The assumption of going concern involves
mainly uncertainties arising from the previously
mentioned unfavorable market conditions and weak
profitability, which have significantly decreased
the companys liquidity. Despite the challenging
situation, Martelas Board of Directors and the
management assess that the risks related to
liquidity are manageable through actions already
taken, planned, and available to the management.
In the opinion of the companys management and
Board of Directors, the 2025 financial statements
do not involve uncertainty regarding the going
concern assumption in accordance with the IFRS
standard. If the development proceeds worse than
expected, management may need to revise its
assumption regarding the going concern.
Impairment testing
The carrying amounts of non-current assets are
assessed at the end of each reporting period to
observe whether there are any indications that
the balance sheet value of an asset or a cash-
generating unit exceeds the recoverable amount of it.
If such indications exist, the recoverable amount
of the asset will be estimated at the higher of its
fair value less costs to sell and its value in use.
Value in use is calculated based on discounted
forecast cash flows. An impairment loss is
recognised if the balance sheet value of an asset
or a cash-generating unit exceeds the recoverable
amount of it. Impairment losses are recognised in
the statement of comprehensive income.
If there are indications that impairment losses
no longer exist or that they have diminished, the
recoverable amount is estimated. An impairment
loss previously recognised in the statement of
comprehensive income is reversed if the estimates
used in measuring the recoverable income have
changed. However, an impairment loss cannot be
reversed to an extent more than what the carrying
amount of the asset or cash-generating unit would
be without recognition of an impairment loss.
Goodwill is tested for impairment annually
regardless of whether there is any indication of
impairment. An impairment loss in respect of
goodwill is never reversed. (Note 10)
The recoverable amounts of cash generating
units have been determined using calculations
based on value in use. In the calculations, forecast
cash flows are based on financial plans approved
by management, covering a period of five years.
The central assumptions concern development
of growth and profitability. The cash flows beyond
the five-year period are estimated based on 1,5
per cent growth.
Deferred tax receivables
The prerequisites for recognition of deferred
tax receivables are assessed at the end of each
reporting period. Assumptions made by the
managers of the Group companies on taxable
income in future financial periods have been
taken into account when evaluating the amount of
deferred tax assets. Various internal and external
factors can have a positive or negative effect on
deferred tax assets. These include restructuring
in the Group, amendments to tax laws (such as
changes to tax rates or a change to the period of
utilisation of confirmed deductible tax losses) and
changes to the interpretations of tax regulations.
Deferred tax assets recognised in an earlier
reporting period are recognised in expenses in
the consolidated statement of comprehensive
income if the unit in question is not expected to
accumulate sufficient taxable income to be able to
utilise the temporary differences, such as confirmed
tax losses, on which the deferred tax assets are
based.
Deferred tax assets are not recorded for taxation
losses in subsidiaries.
Financial Statement prepared
in ESEF Format
Financial Statements in Annual Report are prepared
in ESEF format, in which it is marked up with XBRL
tags according to ESEF taxonomy. The machine
readable material is audited.
New and amended IFRS-standards
and interpretations effective
from 2025 onwards
In 2025 and thereafter, the Group has adopted
the following new and revised standards and
interpretations issued by the IASB:
MARTELA ANNUAL REPORT 2025 29
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
IAS 21 Lack of Exchangeability – The Amend-
ments introduce requirements to assess when
a currency is exchangeable into another currency
and when it is not. The Amendments require an
entity to estimate the spot exchange rate when it
concludes that a currency is not exchangeable into
another currency.
The amendments did not have any significant
impact on the consolidated financial statements.
NEW IFRS STANDARDS, AMENDMENTS TO
STANDARDS AND IFRIC INTERPRETATIONS
THAT HAVE NOT YET BEEN IMPLEMENTED
IFRS 9 and IFRS 7 – Amendments to the
Classification and Measurement of Financial
Instruments. The amendments include a change
to the requirements for derecognition of financial
liabilities settled through electronic payment
systems. There is also a clarification regarding
the performance of the SPPI test and a change to
the criteria for repayment security and the criteria
for contractually linked instruments.
IFRS 9 and IFRS 7 – Electricity-related
agreements. The amendments aim to improve
the presentation of information about the economic
effects of electricity-related agreements that are
structured as power purchase agreements.
IFRS19 A new standard that is intended to allow
qualifying subsidiaries as defined by the standard
to apply a reduced number of IFRS disclosure
requirements.
The new IFRS standards, changes to standards
and IFRIC interpretations listed above that come
into force on or after 1 January 2026 are not
estimated to have a material impact on the group.
The IFRS18 Information presented in the financial
statements standard may have a significant impact
on the information presented in the groups financial
statements in the future.
Events after the end of the financial year
There are no other significant events to report after
the period from January to December 2025, and
operations have continued as planned.
MARTELA ANNUAL REPORT 2025 30
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
1. Segment reporting
As a result of harmonising and combining processes, the organisation, reporting and systems, as of 2017 the company reports
consolidated figures as a single segment and in addition reports revenue by country. Revenue will be reported by the location
of a customer in following countries: Finland, Sweden, Norway and Other countries.
REVENUE
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Revenue by areaFinland73,135 66,162Sweden8,564 8,605Norway4,697 4,819Other areas7,268 7,082Total93,664 86,668Income from the sale of goods78,392 71,453Income from the sale of services15,272 15,215Total93,664 86,668
Revenue includes EUR 5,045 (4,583) thousand income from furniture which is based
on customer agreements and is classified as rental income.
(EUR 1,000)31.12.2025 31.12.2024Assets and liabilities from contracts with customersTrade receivables13,161 16,557Accrued income based on customer contracts262 420Prepayments based on customer contracts7,270 8,524
ASSETSInformation about geographical regionsIntangible assetsTangible assetsNon-current assets (EUR 1,000)31 Dec 202531 Dec 2024Finland2,729 14,405Sweden0 86Other regions0 167Total2,729 14,658
Intangible assetsTangible assets Non-current assets (EUR 1,000)31 Dec 202431 Dec 2024Finland3,337 14,455Sweden0 75Other regions0 177Total3,337 14,707
2. Other operating income
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Gains on sale of tangible assets 20 24Rental income12 51Public subsidies22 3Other income from operations63 70Total117 148
3. Employee benefits expenses
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Salaries and wages -16,128 -18,326Pension expenses, defined contribution plans-2,538 -2,827Pension expenses, defined benefit plans-40 -74Other salary-related expenses-1,042 -1,073Personnel expenses in the income statement-19,748 -22,300Other fringe benefits-276 -287Total-20,024 -22,586
A total of EUR 280 (400) thousand were recognised in the result from the incentives and
salary-related expenses associated with the incentive scheme. Salaries and fees and share-based
payments are presented in more detail under note 24 Related-party transactions.
More information about share-based incentive programme is in note 17.
Personnel20252024Personnel on average, workers159 182Personnel on average, officials171 190Personnel on average, total330 372Personnel at year-end307 360Personnel on average in Finland270 302Personnel on average in Sweden19 25Personnel on average in Norway11 14Personnel on average in Poland30 31Total330 372
MARTELA ANNUAL REPORT 2025 31
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
4. Other operating expenses
Other operating expenses are reported by type of expense.
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Freight -1,417 -1,308Travel-332 -499Administration-1,619 -1,725IT-2,981 -3,585Marketing-414 -716Electricity and heating -429 -479Unrealised loss of electricity derivatives0 -58Other real estate-722 -923Royalties-608 -587Other-2,035 -2,334Total-10,558 -12,216
Auditors' fees1 Jan–31 Dec 20251 Jan–31 Dec 2024Auditing-155 -184Other services0 -19Total-155 -203
Auditors’ fees are included in administration expenses.
5. Depreciation and impairment
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024DepreciationIntangible assets-718 -850Tangible assetsBuildings and structures-52 -46Machinery and equipment-384 -753Depreciation, total -1,154 -1,649Depreciation of right-of-use assets according to IFRS 16Buildings and structures-2,092 -1,843Machinery and equipment-4,159 -3,621Depreciation, total-6,251 -5,464
6. Research and development expenses
The income statement includes research and development expenses of EUR -1,073 (-1,329) thousand.
7. Financial income and expenses
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Financial incomeInterest income on loans and other receivables 43 34Foreign exchange gain on loans and other receivables189 127Other financial income1 1Total233 163
Financial expensesInterest expenses from financial liabilities measured at amortised cost-4 -12Foreign exchange losses on loans and other receivables-259 -331Interest expenses of lease liabilities according to IFRS 16-681 -673Other financial expenses-1,389 -823Total-2,333 -1,839Financial income and expenses, total-2,100 -1,677
Total exchange rate differences affecting profit and loss are as follows:Exchange rate differences, sales (included in revenue)39 -129Exchange rate differences, purchases (included in adj. of purchases)-64 43Exchange rate differences, financial items-70 -204Exchange rate differences, total-95 -289
8. Income taxes
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Income taxes, financial year -65 -112Change in deferred tax liabilities and assets-239 -370Total-304 -482
Reconciliation between the income statement’s tax expense and the income tax
expense calculated using the Martela Groups domestic corporation tax rate 20.0%.
1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Profit before taxes -3,156 -8,210Taxes calculated using the domestic corporation tax rate-631 -1,642Different tax rates of subsidiaries abroad-10 -22Tax-exempt income-14 -83Non-deductible expenses78 72Unbooked deferred tax assets on losses in taxation904 2,023Other items-23 135Income taxes for the year in the p/l (+ = expense, - = profit)304 482
MARTELA ANNUAL REPORT 2025 32
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
9. Earnings per share
The basic earnings per share is calculated dividing the profit attributable to equity holders of
the parent by the weighted average number of shares outstanding during the year..
(EUR 1,000)1 Jan–31 Dec 2025 1 Jan–31 Dec 2024Profit attributable to equity holders of the parent -3,460 -8,692Weighted average number of shares (1,000)4,638 4,638Basic earnings per share (EUR/share)-0.75 -1.87
The company has no diluting instruments December 31, 2025 or December 31, 2024.
For more information on weighted average number of shares see note 16.
10. Intangible assets
Goodwill
The Groups Goodwill EUR 883 (883) thousand relates to
the Grundell acquisition Martela made December 31, 2011.
The expected future cash flows will be generated through more
extensive service solutions encompassing also products and
the already implemented profit improving actions. The revenue
growth is also supported by the renewed strategy of Martela
that increases the emphasis on service within the Group.
Impairment testing
Goodwill is tested annually or more frequently if there are
indications that the amount might be impaired. In assessing
whether goodwill has been impaired, the carrying value of
the cash generating unit Muuttopalvelu Grundell Oy has been
compared to the recoverable amount of the cash carrying unit.
The recoverable amount of the goodwill is determined based
on the value in use calculations. The value in use is calculated
based on the discounted forecast cash flows. The cash flow
forecasts rely on the plans approved by the management
concerning profitability and the growth rate of revenue.
The plans cover a five-year period taking into account
the recent development of the business.
In impairment testing the average growth is estimated to be
1.5% and EBIT 5.0%. The use of testing model requires making
estimates and assumptions concerning market growth and
general interest rate level. The used post-tax discount rate is
11.4% (10.0%) which equals the weighted average cost of capital.
The cash flows after the five-year period have been forecasted
by estimating the future growth rate of revenue to be 1.5%.
Based on the impairment test there is no need to recognise
an impairment loss.
(EUR 1,000)1 Jan–31 Dec 2025Intangible assets Goodwill Work in progress TotalAcquisition cost 1 Jan 17,274 883104 18,261Increases 103128 231Decreases-121 -121Acquisition cost 31 Dec 17,377 883111 18,371Accumulated depreciation 1 Jan -14,92500 -14,925Depreciation for the year -718 -718Accumulated depreciation 31 dec -15,64300 -15,643Carrying amount 1 Jan 2,349883104 3,337Carrying amount 31 Dec 1,734883111 2,729(EUR 1,000)1 Jan–31 Dec 2024Intangible assets Goodwill Work in progress TotalAcquisition cost 1 Jan 16,405 8831,121 18,409Increases 869212 1,081Decreases-1,229 -1,229Acquisition cost 31 Dec 17,274 883104 18,261Accumulated depreciation 1 Jan -14,07500 -14,075Depreciation for the year -850 -850Accumulated depreciation 31 dec -14,92500 -14,925Carrying amount 1 Jan 2,3308831,121 4,334Carrying amount 31 Dec 2,349883104 3,337
Sensitivity analysis of impairment testing
The carrying value of the cash generating unit is EUR 4.2
million higher than the book value according to the performed
impairment test. No predictible changes in any assumpions, have
any significant impact on the result of the goodwill testing.
MARTELA ANNUAL REPORT 2025 33
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
11. Tangible assets
Machinery and Machinery and Buildings Machinery and equipment equipment Other Work in 1 Jan–31 Dec 2025 (EUR 1,000)Land areas BuildingsIFRS 16equipmentIFRS 16IFRS 16 WAAS*tangible assetsprogress TotalAcquisition cost 1 jan 4 23,53814,502 34,776 4,963 13,118 23 82 91,006Increases 04,265 385 652 1,865 44 7,211Decreases 0 00 -13 0 -1,251 -78 -1,342Exchange rate differences142 15 157Acquisition cost 31 Dec 4 23,53818,909 35,148 5,629 13,732 23 49 97,031Accumulated depreciation 1 Jan 0-23,219-11,054 -33,977 -2,823 -5,225 0 0 -76,298Accumulated depreciation, decreases 0 0 13 0 701 0 0 714Depreciation for the year 1 Jan–31 Dec 0-52-2,092 -384 -1,052 -3,107 0 0 -6,687Exchange rate differences -103 2 0 0 -101Accumulated depreciation 31 Dec 0-23,271-13,249 -34,348 -3,873 -7,631 0 0 -82,372Carrying amount 1 Jan 43203,448 799 2,140 7,891 23 82 14,707Carrying amount 31 Dec 42675,660 800 1,756 6,099 23 49 14,658
*WAAS, Workplace as a Service-business area assets, that are classified as operative leasing
contracts according to IFRS 16 and in which company according to the standard operates as lessor.
Machinery and Machinery and Machinery and equipment equipment Other Work in 1 Jan–31 Dec 2024 (EUR 1,000)Land areas Buildings Buildings IFRS 16equipmentIFRS 16IFRS 16 WAAS*tangible assetsprogress TotalAcquisition cost 1 Jan 4 23,62013,636 34,661 4,124 10,383 23 0 86,452Increases 01,626 115 1,652 3,582 241 7,216Decreases 0 -82-690 0 -780 -848 -159 -2,558Exchange rate differences-70 -34 -104Acquisition cost 31 Dec 4 23,53814,502 34,776 4,963 13,118 23 82 91,006Accumulated depreciation 1 Jan 0-23,173-9,961 -33,224 -2,601 -3,083 0 0 -72,043Accumulated depreciation, decreases 0 690 0 758 460 0 0 1,908Depreciation for the year 0-46-1,843 -753 -1,020 -2,601 0 0 -6,264Exchange rate differences 59 41 0 0 100Accumulated depreciation 31 Dec 0-23,219-11,054 -33,977 -2,823 -5,225 0 0 -76,299Carrying amount 1 Jan 44483,676 1,437 1,523 7,298 23 0 14,408Carrying amount 31 Dec 43203,448 799 2,140 7,891 23 82 14,707
*WAAS, Workplace as a Service-business area assets, that are classified as operative leasing
contracts according to IFRS 16 and in which company according to the standard operates as lessor.
MARTELA ANNUAL REPORT 2025 34
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
12. Book values of financial assets and liabilities by group
Financial assets Financial assets Financial liabilities measured atBook values measured at measured at fair value through of balance Hierarchy (EUR 1,000)amortised costsamortised costprofit or losssheet items Fair valuelevel Note2025 balance sheet itemsNon-current financial assetsLoan receivables 428428 428 2Current financial assetsTrade and other receivables 13,16113,161 13,161 2 15Book value by group 13,589 13,589 13,589Non-current financial liabilitiesInterest-bearing liabilities13,15713,157 13,157 2 18Derivatives designated as hedging 1instrumentsCurrent financial liabilitiesInterest-bearing liabilities7,5707,570 7,570 2 18Derivatives designated as hedging 1instrumentsTrade payables and other liabilities13,68613,686 13,686 2 21Book value by group34,41334,413 34,413
Financial assets Financial assets Financial liabilities measured at Book values measured at measured at fair value through of balance Hierarchy (EUR 1,000)amortised costsamortised costprofit or losssheet items Fair valuelevel Note2024 balance sheet itemsNon-current financial assetsLoan receivables 567567 567 2Current financial assetsTrade and other receivables 16,55716,557 16,557 2 15Book value by group 17,123 17,123 17,123Non-current financial liabilitiesInterest-bearing liabilities13,44613,446 13,446 2 18Derivatives designated as hedging 58 58 58 1instrumentsCurrent financial liabilitiesInterest-bearing liabilities7,2477,247 7,247 2 18Derivatives designated as hedging instruments 1Trade payables and other liabilities17,42617,426 17,426 2 21Book value by group38,11858 38,177 38,177
Derivatives designated as hedging instruments have been bought
in order to manage the risk concerning the electricity price.
Other financial assets include investments in unlisted equities.
They have been measured at acquisition cost as fair value cannot be
assessed reliably. The book values of trade receivables and receivables
other than those based on derivatives are estimated to essentially
correspond to their fair values due to the short maturity of
the receivables.
The book values of debts are estimated to correspond to their fair
values. Interest rate level has no material effect. The book values of
trade and other non-interest-bearing liabilities are also estimated to
correspond to their fair values. Discounting has no material effect.
Fair values of each financial asset and liability group are presented
in more detail under the note indicated in the table above.
Assets and liabilities recognised at fair value in the financial
statements are categorised into three levels in the fair value
hierarchy based on the inputs used in the valuation technique
to determine their fair value. The three levels are:
Level 1. Quoted prices(unadjusted) in active markets for identical
assets or liabilities.
Level 2. Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability either directly or indirectly e.g.
discounted cash flows or valuation models.
Level 3. Inputs for the asset or liability that are not based on
observable market data and the fair value determination is widely
based on management’s judgement and the use of that in commonly
approved valuation models.
MARTELA ANNUAL REPORT 2025 35
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
13. Deferred tax assets and liabilities
Recognised in the Recognised in the other Recognised in the Changes in deferred taxes during 2025 (EUR 1,000)1 Jan 2025income statementcomprehensive incomeretained earnings 31 Dec 2025Deferred tax assetsRight of use asset 2,458-198 0 0 2,260Pension obligations -190 1 0 -18Other temporary differences 579-410 0 538Total 3,018-2391 0 2,779Deferred tax liabilitiesRight of use asset 38700 0 387On buildings measured at the fair value of the transition date 000 0 0Total 38700 0 387Deferred tax assets and liabilities, total 2,631-2391 0 2,392
Recognised in the Recognised in the other Recognised in the Changes in deferred taxes during 2024 (EUR 1,000)1 Jan 2024income statementcomprehensive incomeretained earnings 31 Dec 2024Deferred tax assetsRight of use asset 2,4540 0 4 2,458Pension obligations -90 -10 -19Other temporary differences 753-1740 0 579Total 3,198-174-10 4 3,018Deferred tax liabilitiesRight of use asset 191196387On buildings measured at the fair value of the transition date 400 -4 0Total 1951960 -4 387Deferred tax assets and liabilities, total 3,003-370-10 8 2,631
Deferred tax assets have not been recognised on unused tax losses that probably cannot be utilised
in the future against taxable income. The amount of such losses is EUR 39.3 (34.9) million including current year results.
Of these losses 14.4 million will expire starting from year 2033 and according to our current knowledge rest
of the losses have no expiration date. The losses mainly originate from foreign subsidiaries and parent company.
MARTELA ANNUAL REPORT 2025 36
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
14. Inventories
(EUR 1,000)31 Dec 2025 31 Dec 2024Raw materials and consumables 5,869 6,949Work in progress371 743Finished goods1,540 3,186Total7, 7 80 10,879
15. Current trade receivables and other receivables
(EUR 1,000)31 Dec 2025 31 Dec 2024Trade receivables 13,161 16,557Accrued income and prepaid expenses ofPersonnel expenses77 81Uninvoiced revenue262 420Prepaid expenses1,616 1,173Tax receivables72 415Accrued income and prepaid expenses total2,026 2,089Total15,187 18,645
A provision is made to the trade receivables according to
following, unless it is highly likely to receive payment for the
receivable: undue receivables 0.5%, 0-6 months overdue 2%, 6-12
months overdue 10%, 12-24 months overdue 50% and over 24
months overdue 100%.
The age distribution of Group trade receivables on the balance sheet date 31 December
is presented in the following table.
Age distribution of trade receivables Incl. credit loss Incl. credit loss (EUR 1,000)2025provision 2024provisionUndue 12,025 36 13,736 460-6 months overdue798 15 2,238 386-12 months overdue84 1 294 2812-24 months overdue-31 -23 140 73Over 24 months overdue285 272 149 145 Total13,161 301 16,557 331
At the end of the financial year, there were a total of EUR 301
thousand in provisions for bad debts. The sales invoices are
interest-free and the most general payment term is 14 days,
while the payment term in the biggest invoices is 30 days.
The maximum trade receivable credit risk amount on the balance sheet date
31 December by country or region is presented in the following table.
Region (EUR 1,000)2025 2024Finland 8,928 11,002Scandinavia3,386 4,713Other European countries796 813Other regions51 29Total13,161 16,557
Credit risks from trade receivables are not concentrated.
Credit losses of EUR -298 (-37) thousand has been recognised as expenses
and are presented in other operating expenses.
The value of inventories has been written down by
EUR -491 (-488) thousand due to obsolescence.
In the valuation of inventories the fair value of an item as well
as its usage in current product portfolio offered is monitored.
Should the current product portfolio no longer carry
the product to which the item is used the item is written down.
If the product is still on sale but there has been decision to
finish its selling, it will be written down to equal half of its value.
MARTELA ANNUAL REPORT 2025 37
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
16. Equity
Share capital
The paid share capital entered in the Trade register is EUR 7,000,000. The counter value of a share is EUR 1.51 (1.51).
The K shares carry 20 votes at the annual general meeting and the A-shares 1 vote each. Both share series have the same dividend rights.
Reserve forNumber of sharesShare premium invested Changes in share capital (1,000 eur)A shares K shares Share capitalaccountunrestricted equity Treasury shares Total1 Jan 2024 3,967,270 604,8007,000 1,116 995 -4 9,108Shares of directed share issue 65,71785 8531 Dec 2024 4,032,987 604,8007,000 1,116 1,080 -4 9,192Shares of directed share issue031 Dec 2025 4,032,987604,8007,000 1,116 1,080 -4 9,192
Martela Oyj owns 1,425 (1,425) A-shares purchased at an average
price of 10.65. The number of treasury shares is equivalent to
0.03% (0.03%) of all shares and 0.01% (0.01%) of all votes.
The subscription price of the directed share issue has been
registered in reserve for invested unrestricted equity Company
has decided on a paid direct share issue April 5, 2024, in which
65,717 of series A shares have been subscribed. The share
subscription price EUR 85 thousand, has been credited to
the companys reserve for invested unrestricted equity.
Acquisition of shares for the share-based incentive scheme and
the management of the scheme have been outsourced to an
external service provider.
Translation differences in equity comprises translation
differences of financial statements of foreign subsidiaries when
translated into euros and of investments in foreign units. Other
reserves consists of reserve funds.
The share premium account is a fund established in accordance
with the previous Finnish Companies Act. According to the
present Liability Companies Act (effective from September 1,
2006) it is included in restricted shareholders’ equity and can
no longer be accumulated. The share premium account can be
reduced in accordance with the regulations on the reduction
of share capital, and it can be used as a fund increase to
increase share capital. The acquisition cost of treasury shares
is deducted from shareholders’ equity (including the related
transaction costs).
The parent companys distributable equity was EUR 1,576
thousand on December 31, 2025.
MARTELA ANNUAL REPORT 2025 38
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
ProgramShare-based incentive programme 2024–2026TypeShareInstrumentEarning period 2024 Earning period 2025 Earning period 2026Issuing date 14.3.2024 14.3.202414.3.2024Maximum amount, pcs 1,400,000 1,400,0001,400,000Dividend adjustment No NoNoGrant date 14.3.2024 14.3.202414.3.2024Beginning of earning period 1.1.20241.1.20251.1.2026End of earning period 31.12.202431.12.202531.12.2026End of restriction period 31.5.202531.5.202631.5.2027Vesting conditions Share ownership, Share ownership, employment until the end employment until the end of vesting date, EBITof vesting date, EBITMaximum contractual life, yrs 1.41.41.4Remaining contractual life, yrs 0.00.41.4Number of persons at the end of reporting year 03535Payment method Cash & EquityCash & EquityCash & Equity
17. Share-based payments
Share-based incentive plan for the groups key employees
2024, 2025 and 2026
The prerequisite for participating in the plan is that a participant
acquires the company´s series A shares up to the number
determined by the Board of Directors. In order to implement
the plan, the Board of Directors decided on a share issue
against payment directed to the target group. Approximately
40 persons, including the CEO and other Martelas Management
Team members, belong to the target group of the plan. In total,
Changes during the period 2025Earning period 2024 Earning period 2025 Earning period 20261 Jan Outstanding at the beginning of the reporting period, pcsChanges during the periodGranted 237,316 237,316 232,716ForfeitedShares givenLost during the period 237,3164,600Outstanding at the end of the period 232,716 232,716
Effects from the share based incentive programme on the financial year (EUR 1 000)20252024Expenses for the financial year, share-based payments, equity settled00
IFRS 2 requires an entity to measure the award at its fair value and recognised
over the vesting period. The award is recognised in equity in its full extent.
The fair value of the share-based scheme when granted was the value of
a company’s share, EUR 1.33 per share (14.3.2024).
37 people participated in the new plan. The Performance-based
Matching Share Plan 2024–2026 consists of three performance
periods, covering the financial years of 2024, 2025 and 2026,
respectively.
In the plan, the target group is given an opportunity to earn
Martela Corporation series A shares based on performance and
on their personal investment in Martela Corporation series
A shares.
The Board of Directors decides on the plans performance
criteria and targets to be set for each criterion at the beginning
of a performance period. During the performance period 2025,
the rewards are based on the Group’s Earnings before Interest
and Taxes (EBIT). The potential rewards based on the plan will
be paid after the end of each performance period.
The rewards to be paid based on the plan 2024-2026 will
amount to an approximate maximum total of 1,400,000 Martela
Corporation series A shares including also the proportion to be
paid in cash. The cash proportions of the rewards are intended
for covering taxes and tax-related expenses arising from
the rewards to the participants.
MARTELA ANNUAL REPORT 2025 39
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
18. Financial liabilities
(EUR 1,000)31 Dec 2025 31 Dec 2024Non-currentDerivatives designated as hedging instruments0 58Lease liabilities13,157 13,446Total13,157 13,504CurrentLoans from financial institutions3,620 4,404Lease liabilities3,950 2,843Total7,570 7,247
Current loans consist of factoring loan in 2025.
More information in note 23 Pledges granted and contingent liabilities.
More information on Derivatives designated as hedging instruments is given in notes 12 and 22.
(EUR 1,000)31 Dec 202531 Dec 2024Lease liabilities are payable as follows:Lease liabilitiesLease liabilitiesLease liabilities – total amount of minimum lease paymentsNo later than one year4,550 3,422Later than one year and no later than five years10,387 9,585Later than five years4,239 5,724Total19,176 18,731Lease liabilities – present value of minimum lease paymentsNo later than one year3,950 2,843Later than one year and no later than five years9,138 8,131Later than five years4,019 5,314Total17,107 16,288Unearned finance expense2,069 2,443
,134 7,570
Non-cash changesFair value of Derivatives designated as Transfer between Lease Lease Changes in net debt 2025 (EUR 1,000)1 Jan 2025 Cash flowshedging instrumentsgroupsliabilities increaseliabilities decrease 31 Dec 2025Long-term liabilities total 13,504 0-58 -3,271 2,982 0 13,157Short-term liabilities total 7,247 -7880 3,308 1,937 -4Total liabilities from the financing activities 20,751 -788-58 37 4,919 -4,134 20,727
Non-cash changesFair value of Derivatives Lease designated as Transfer between liabilities Lease liabilities Changes in net debt 2024 (EUR 1,000)1 Jan 2024 Cash flowshedging instrumentsgroupsincreasedecrease 31 Dec 2024Long-term liabilities total 13,812 022 -2,634 2,304 0 13,504Short-term liabilities total 4,287 3,198-15 2,624 994 -3,841 7,247Total liabilities from the financing activities 18,099 3,1987 -10 3,298
-3,841 20,751
(EUR 1,000)31 Dec 2025 31 Dec 2024Amounts recognised in profit or loss (EUR 1 000)Interest on lease liabilities-681 -673Expenses related to short-term leases-525 -1,049
MARTELA ANNUAL REPORT 2025 40
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
19. Pension obligations
Martela’s defined benefit plans concern its operations in Finland.
The arrangements are made through insurance companies.
The plans are partly funded.
On the balance sheet, the commitment to those insured is
presented as a pension liability, and the part of this liability that
falls under the responsibility of insurance company is presented
Changes in defined benefit liabilityPresent value of the defined benefit liability Fair value of the funds included in the plan Net debt of the defined benefit liability(EUR 1,000)2025 2024 2025 2024 2025 20241 Jan 1,218 1,081-1,225 -1,067 -8 13Recognised in profit or lossService cost in the period 20 3020 29Past service cost 0 00 0 Interest expense or income 41 41 -42 -41 -1 0Settlements -216 -24 216 24-155 47 174 -17 19 29Recognised in other comprehensive incomeItems resulting from remeasurement:Gains (-) or losses (+) resulting from changes in demo-graphical assumptions 0 0 0 0Actuarial gain (-) and losses (+) resulting from changes in financial assumptions -82 48 -82 48Experience based profits (-) or losses (+) 53 42 53 42Return on the funds included in the plan, excluding items in 55 -76 55 -76interest expenses or income (+/-)-29 90 55 -76 27 15Other itemsEmployer's payments (+) 0 0 -43 -65 -43 -65Benefits paid -29 0 29 0 0 0-29 0 -14 -65 -43 -6531 Dec 1,005 1,218 -1,010 -1,225 -5 -8
The Group anticipates that it will pay a total of EUR 42 thousand to
defined benefit pension plans in the financial period of 2026.
as an asset. As the funds belong to the insurance companies,
they cannot be itemised in Martelas consolidated financial
statements.
In insurance arrangements, the amount of funds is calculated
using the same discount rate used for the determination of
pension liabilities. This means that a change in discount rate
does not pose a significant risk. In addition, an increase in life
expectancy does not pose a significant risk for Martela, as
insurance companies will bear most of the impact of this.
The pensions are fixed to 2017 salary levels and accounted for
accordingly.
Sensitivity analysis
The following table illustrates the effects of changes in the most significant actuarial assumptions
on the funds related to the defined benefit pension liability and plans.
Defined benefit liability Fair value of the funds included in the planEffect of a change in the assumption employed The assumption is growingThe assumption is growingDiscount rate (0.5% change) -5,2 %-4,9 %Increase in salaries (0.5% change) N/AN/AMorality rate (a change of 5% points) -0,8 %0,8 %
The weighted average of the duration of the plans is 13.0 years.
MARTELA ANNUAL REPORT 2025 41
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
20. Provisions
(EUR 1,000)31 Dec 2025 31 Dec 2024Long-term provisions 312 292Short-term provisions78 73Total390 366Provisions 1 Jan366 337Net change in provisions24 29Provisions 31 Jan 390 366
The normal warranty for standard Martela produced products is five years.
The warranty provision has been calculated as an estimate of the five year warranties
for Martela products and the sale of Martela products.
21. Current liabilities
(EUR 1,000)31 Dec 2025 31 Dec 2024Financial liabilities7,570 7,247Advances received7,270 8,524Trade payables9,673 14,368Total24,513 30,140
Accrued liabilities and prepaid income ofPersonnel expenses3,576 3,926Royalties198 180Residual expenses1,817 2,256Other1 4Total5,592 6,366Other current liabilities4,013 3,057Other4,013 3,057Provisions*78 73Current liabilities34,196 39,636
*) For more information see note 20.
22. Management of financial risks
Financial risks are unexpected exceptions relating to exchange
rates, liquidity, customer liquidity, investments and interest rates.
The objective of financial risk management is to ensure that
the company has sufficient financing on a cost-efficient
basis and to reduce the adverse effects of financial market
fluctuations on the Groups result and net assets. The general
principles of risk management are approved by Board of
Directors and the practical implementation of financial risk
management is on the responsibility of the parent companys
financial administration.
Market risks
Market risks comprise the following three risks: Currency risk,
interest rate risk and price risk. The associated fluctuations in
exchange rates, market interest rates and market prices may
lead to changes in the fair value of financial instruments and
in the future cash flows and hence they impact the result and
balance sheet of the Group.
The increased volatility in electricity price 2024 and 2025
has led to the decision to enter into contracts for electricity
derivatives.
Currency risks
The Group has operations in Finland, Sweden, Norway and
Poland and it is therefore exposed to currency that arise in
intra-group transactions, exports and imports, the financing of
foreign subsidiaries and equity that is denominated in foreign
currencies. Translation risks result from incoming cash flows
denominated in foreign currencies. Translation risk arise when
the value of the capital invested in the parent companys foreign
subsidiaries, annual profits and loans change as a result of
exchange rate fluctuations.
Transaction risks
Martela’s major trading currencies are EUR, SEK, NOK and PLN.
The SEK, NOK and PLN currency positions are reviewed mainly
on a half-yearly basis. The Groups policy is to hedge
the net positions remaining after reconciliation if seen
necessary. The Group has not hedged against transaction
risks during the financial periods of 2025 and 2024.
The following table presents currency risks per instrument and currency.
Transaction risks per instrument and currency 31 Dec 2025(EUR 1,000)EUR SEK NOKTrade receivables 01,207 997Trade payables 0651 137Total 01,858 1 134Transaction risks per instrument and currency 31 Dec 2024 (EUR 1 000)EUR SEK NOKTrade receivables 02,257 1,743Trade payables 01,321 257Total 03,578 2,000
The impact of other currencies is minor.
MARTELA ANNUAL REPORT 2025 42
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Analysis of sensitivity to transaction risk
The following table presents the average impact of 10 per cent
change in exchange rates on 31 December on the companys
financial result before taxes and capital for 2025 (2024).
Analysis of sensitivity to transaction risk (EUR 1,000)Impact on result31 Dec 2025EUR+/-0SEK+/-186NOK+/-113Analysis of sensitivity to transaction risk (EUR 1,000)Impact on result31.12.2024EUR+/- 0SEK+/- 358NOK+/- 200
The estimates are based on the assumption that no other
variables change.
Interest rate risks
The following table presents the distribution of the Groups financial
instruments into fixed interest rate and variable interest rate on the
balance sheet date.
Financial instruments (EUR 1,000)31 Dec 2025 31 Dec 2024Fixed rateLease liabilities 17,107 16,288Financial liabilities incl derivatives 3,620 4,462Total 20,727 20,751
Price risk
Available-for-sale shares included in financial assets are not
deemed subject to resale price risk.
Credit risk
Credit risk arises from the possibility that a counterparty
will not meet its contractual payment obligations. Hence
the seriousness of the risk is determined on the basis of
the counterpartys creditworthiness. The objective of credit
risk management is to minimise the losses that would arise
should the counterparty not meet its obligations.
The turnover and maturity structure of Group’s companies
trade receivables are reported monthly and are monitored
by the parent company’s financial management.
The principles of credit risk management are confirmed by
Martela’s Board of Directors. Risk management is based on
the authorisations given to the organisation.
Credit risks related to the company’s trade and other receivables
are minimised by using short terms of payment, effective
collection measures and accounting for the counterpartys
creditworthiness. Supply agreements are used when the
customer company is unknown and the available credit
information is insufficient. In this context a supply agreement
is an agreement which secures and receivables arising from an
order by withholding the right of ownership with Martela Oyj
until the customer has paid the sale price in full.
Supply agreements are only used in sales in Finland. A customer
may also be required to make prepayment before sold products
are delivered if it is considered necessary in light of the potential
credit risk associated with the customer. Counterparties
may also be granted to credit limits. The creditworthiness
of customers is monitored regularly on the basis of payment
history and credit rating.
Collateral may be required from certain customers based on
their creditworthiness and in the case of exports, for example,
Martela may use confirmed irrevocable Letters of Credit.
The book value of financial assets corresponds to the maximum
amount of the credit risk.
The maximum financial asset credit risk amount on the balance sheet date 31 December is presented in the following table:
Maximum financial asset credit risk (EUR 1,000)2025 2024Non-current loan receivables 428 567Trade receivables and other receivables 15,187 18,645Cash and cash equivalents 2,588 3,903Total 18,202 23,114
See note 15 for additional information on trade receivables and
the related credit loss provisions.
MARTELA ANNUAL REPORT 2025 43
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Liquidity risks
The group continuously aims to evaluate and monitor
the amount of financing required for its operations to ensure
sufficient liquidity for funding activities, including fulfilling
obligations from long-term commitments such as lease
agreements. Additionally, the group seeks to maintain adequate
liquid assets through efficient cash management solutions,
such as cash reserves and working capital optimization. Rollover
risk is partly managed by utilizing multiple leasing and rental
partners in financing activities. The profitability of the groups
operations and cash flow significantly influence the development
of the groups liquidity position and the companys ability to
meet its payment obligations. Furthermore, sudden changes
in financial markets or in Martelas operating environment may
negatively impact the group’s liquidity.
The business environment has been extremely challenging during
the years 2023, 2024, and 2025, resulting in weak profitability
and cash flow from the group’s operations. As a consequence,
Cash and cash equivalent at the year-end 2025 were EUR 2,588 thousand.
Contractual cash flows mature as follows (EUR 1,000):2026 2027 2028 2029 2030 Later Total Balance sheet valueLease liabilities 4,5504,028 2,816 1,888 1,655 4,239 19,176 17,107Trade payables 9,6739,673 9,673Total 14,2234,028 2,816 1,888 1,655 4,239 28,849
Cash and cash equivalent at the year-end 2024 were EUR 3,903 thousand.
Contractual cash flows mature as follows (EUR 1,000):2025 2026 2027 2028 2029 Later Total Balance sheet valueLease liabilities 3,4222,912 2,648 2,313 1,712 5,724 18,731 16,288Trade payables 14,36814,368 14,368Total 17,7902,912 2,648 2,313 1,712 5,724 33,099
the groups liquidity position has tightened, especially in
the second half of 2024 and to some extent during 2025.
The group has continued to implement systematic measures
to improve profitability and enhance working capital turnover,
aiming to strengthen liquidity. Additionally, efforts are ongoing
to accelerate billing frequency to further improve liquidity.
Despite these measures, the risks related to liquidity have
increased compared to the previous year and remain at a
challenging level.
Management of capital structure
It is the Groups objective to ensure an effective capital structure
that will secure its operating capacity in the capital markets in
all circumstances irrespective of volatility. The Groups Board of
Directors assess the capital structure on a regular basis,
The Group uses the equity ratio to monitor its capital structure.
The equity ratio formula is presented in the following table:
Equity ratio31 Dec 2025 31 Dec 2024Shareholders' equity-1,977 1,159Balance sheet total – advance payments38,490 46,143Equity to assets ratio %-5.1 2.5
The companys Board of Directors and management
have identified new efficiency, and operational as well as
administrative saving measures in late 2025 and early 2026,
which are to be implemented in the early part of 2026. Some of
these actions are also targeting to decrease the funds tied to
working capital. Furthermore, the company has identified and
preparing structural changes, which are improving the short-
term liquidity. The above mentioned actions are improving the
companys cash flow and liquidity situation during 2026.
MARTELA ANNUAL REPORT 2025 44
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Holding (%) Of votes (%) Production Group structureDomicile31 Dec 202531 Dec 2025 Sales companyFinland x xcompanyParent companyMartela Oyj100 100 x xSubsidiariesKidex OyFinlandMuuttopalvelu Grundell OyFinland100 100 xAskiMartela AB, NässjöSweden100 100 xSweden100 100Martela AS, OsloNorway100 100 xMartela Sp.z o.o., VarsovaPoland100 100 x xTehokaluste Oy Finland 100 100 x
24. Related party transactions
Martela Groups related party transactions comprise the CEO,
members of the Board and the Group’s management team, as
well as their family members. Martela Groups related parties
also include a shareholder who holds at least 20% of the
companys total number of votes.
Members of the Board own a total of 18,142 (18,142) shares and
hold a total of 0.4% (0.4%) of the shares and 0.4% (0.4%) of
the votes. Persons in the management own a total of 143,751
(150,295) Martela Corporation shares as at December 31, 2025.
As part of the implementation of the Performance-based
Matching Share Plan, described in note 17, Board of Directors
has resolved to grant plan participants interest-bearing loans
to finance the acquisition of the companys shares. Maximum
amount of the loan is 70 per cent of the participant´s investment
in shares. Loan is to be repaid the latest by December 31,
2027 and interest is 12-month Euribor, however not below 0%.
Management has been granted loan in total EUR 164,372.66
(173,927.66), of which EUR 81,889.99 (81,889.99) has been
granted to CEO and other management EUR 82,482.67
(92,037.67).
Aski Avvecklingsbolag AB shares have been sold to Martela AB.
Management employee benefits
The Group has determined key persons in management to be:
Members of the Board of Directors
CEO
Groups Management Team
(EUR 1,000)2025 2024Management employee benefitsSalaries and other short-term employee benefits-1,025 -1,175Total-1,025 -1,175Salaries and feesthe Board members-165 -167CEO-226 -240the Management Team members (excl. CEO)-634 -768Total-1,025 -1,175
Fees to Board members2025 2024Martela Eero -23.8 -23.8Mattsson Jan-23.8 -23.8Mellström Katarina *)0.0 - 7.9Mild Johan-46.0 -46.0Vepsäläinen Anni -23.8 -23.8Mattila Hanna-23.8 -23.8Jacob Kragh **)-23.8 -17.9Total-165.0 -167.0
*) Member of Board until Q1 2024.
**) Member of Board from Q2 2024.
Fees based on board membership are not paid to members employed by the company.
Salaries, fees and pension commitment to CEO2025 2024Salaries and fees-226 -240Statutory earnings-related pension payment (TyEL) on salaries-56 -58
Salaries include also share-based incentives.
The period of notice is 6 months with respect to both the present CEO and the company,
and in the event of dismissal by the company, the CEO is entitled, besides of the notice period, to a lump-sum
compensation equalling hies salary for 6 months.
CEO and the Group management team has long term share-based incentive programme,
in which is possible to receive Martela A shares when the set targets are met.
More information in note 17 Share-based payments.
23. Pledges granted and contingent liabilities
(EUR 1,000)31 Dec 2025 31 Dec 2024Debts secured by mortgages0 0Corporate mortgages9,963 9,809Total mortgages9,963 9,809Other pledgesGuarantees as security for rents680 898CommitmentsRent commitments39 323Factoring debts which customer receivables as guarantee3,616 4,404Factoring receivables as guarantee4,216 5,095
The table below presents the employee benefits received by key persons in management.
Employee benefits are presented with the accrual method.
MARTELA ANNUAL REPORT 2025 45
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
25. Key financial indicators for the Group
Martela Group 2021-2025
2025 2024 2023 2022 2021
Revenue MEUR
93.7 86.7 94.4 106.7 91.9
Change in revenue %
8.1 -8.2 -11.5 16.1 4.0
Export and operations outside Finland MEUR
20.5 20.5 27.1 34.5 22.1
In relation to revenue %
21.9 23.7 28.8 32.3 24.1
Exports from Finland MEUR
20.1 20.1 2 7. 7 34.2 21.9
Gross capital expenditure MEUR
0.5 0.4 2.3 0.9 0.4
In relation to revenue %
0.5 0.4 2.4 0.8 0.4
Depreciation MEUR 7. 4 7. 1 6.8 5.8 5.4
Research and development *) MEUR
1.1 1.3 1.6 1.6 1.6
In relation to revenue *) %
1.1 1.5 1.7 1.5 1.7
Personnel on average
330 372 403 403 419
Change in personnel %
-11.3 - 7. 7 0.0 -3.9 -7.1
Personnel at the end of year
307 360 386 400 400
of which in Finland
248 294 312 324 326
Profitability
Operating profit MEUR
-1.1 -6.5 -2.4 2.5 -1.3
In relation to revenue %
-1.1 -7.5 -2.5 2.3 -1.4
Profit before taxes MEUR
-3.2 -8.2 -3.3 1.3 -2.3
In relation to revenue %
-3.4 -9.5 -3.5 1.3 -2.5
Profit for the year MEUR
-3.5 -8.7 -3.5 2.6 -2.4
In relation to revenue %
-3.7 -10.0 -3.7 2.4 -2.6
Revenue/employee TEUR
284 233 234 265 219
Return on equity %
n/a -362.6 -31.3 20.8 -21.3
Return on investment %
-5.1 -25.4 -7.5 9.1 -4.7
Finance and financial position
Balance sheet total MEUR
45.8 54.7 55.7 62.3 51.1
Equity MEUR
-2.0 1.2 9.6 13.9 10.8
Interest-bearing net liabilities MEUR
18.2 16.9 13.1 8.1 8.1
In relation to revenue %
19.4 19.5 13.9 7. 5 8.8
Equity ratio %
-5.1 2.5 20.0 24.7 22.2
Gearing %
-921.2 1,455.2 137.2 58.6 74.8
Net cash flow from operations MEUR
4.1 0.1 0.3 2.1 -3.4
Dividends paid MEUR
0.0 0.0 0.5 0.0 0.0
*) The figures for the comparison years 2021-2022 have been adjusted in relation
to the previously published due to reclassification.
26. Key share-related figures
2025 2024 2023 2022 2021Earnings per share EUR-0.75 -1.87 -0.77 0.57 -0.53Earnings per share (diluted) EUR-0.75 -1.87 -0.77 0.57 -0.53Share par value EUR1.51 1.51 1.53 1.55 1.55Dividend EUR0.00*) 0.00 0.00 0.10 0.00Dividend/earnings per share %0.00*) 0.00 0.00 17.69 0.00Effective dividend yield %0.00 0.00 0.00 0.04 0.00Equity per share EUR-0.43 0.25 2.09 3.07 2.39Price of A share 31 Dec EUR 0.72 0.85 1.28 2.45 2.29Share issue-adjusted number of shares 1,000 pcs4,639.21 4,639.21 4,573.50 4,519.61 4,508.04Average share-issue adjusted number of shares 1,000 pcs4,639.21 4,639.21 4,573.50 4,519.61 4,508.04Price/earnings ratio-0.96 -0.45 -1.67 4.34 -4.32Market value of shares **) MEUR3.34 3.94 5.85 11.07 10.29
*) Proposal by the Board of Directors for year 2025
**) Price of A shares used as value of K shares
MARTELA ANNUAL REPORT 2025 46
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Formulas to key figures
Earnings/share =
Profit attributable to equity holders of the parent
Average share issue-adjusted number of shares
Price/earnings multiple (P/E) =
Share issue-adjusted share price at year-end
Earnings/share
Equity/share, EUR =
Equity attributable to the equity holders of the parent
Share issue-adjusted number of shares at year-end
Dividend/share, EUR =
Dividend for the financial year
Share issue-adjusted number of shares at year-end
Dividend/earnings, % =
Dividend/share x 100
Earnings/share
Effective dividend yield, % =
Share issue-adjusted dividend/share x 100
Share issue-adjusted share price at the year-end
Market value of shares, EUR =
Total number of shares at year end x share price on the balance sheet date
Return on equity, % =
Profit/loss for the financial year x 100
Equity (average during the year)
Return on investment, % =
(Pre-tax profit/loss + interest expenses + other financial items) x 100
Balance sheet total – Non-interest-bearing liabilities (average during the year)
Equity ratio, % =
Equity x 100
Balance sheet total – advances received
Gearing, % =
Interest-bearing liabilities – cash, cash equivalents and liquid asset securities x 100
Equity
Personnel on average =
Month-end average number of personnel in active employment
Interest-bearing net debt =
Interest-bearing debt – cash and other liquid financial assets
27. Shares and shareholders
Share capital
The number of registered Martela Oyj shares on December 31, 2025 was 4,639,212. The shares are divided into A and K shares.
Each A share carries 1 vote and each K share 20 votes in annual general shareholders’ meeting. Both share series have
the same dividend rights.
Martela Oyj’s shares were entered in the book-entry register on February 10, 1995. The counter-book value of each share
is EUR 1.51 (1.51). The A shares are quoted on the Small Cap list of Nasdaq Helsinki.
% of Share Distribution of shares 31 Dec 2025Number, pcs Total EURCapital Votes % of votesK shares 604,800912,569 13 12,096,000 75A shares 4,034,4126,087,431 87 4,034,412 25Total 4,639,2127,000,000 100 16,130,412 100
7. 3
6.1
The largest shareholders by number of shares K series A series Total number Number % of total 31 Dec 2025sharessharesof shares % of votesvotesMarfort Oy 292,000 232,574524,574 11.3 6,072,574 37.6Isku Inspira Oy 0 481,193481,193 10.4 481,193 3.0Martela Heikki Juhani 52,122 130,942183,064 3.9 1,173,382 Prohit Oy 0 138,000138,000 3.0 138,000 0.9Palsanen Leena Maire Sinikka 6,785 131,148137,933 3.0 266,848 1.7Aurasmaa Artti Eljas Henrikki 0 114,223114,223 2.5 114,223 0.7Seflo Ab 0 91,76091,760 2.0 91,760 0.6Meissa-Capital Oy 0 86,48786,487 1.9 86,487 0.5Sr Nordea Nordic Small Cap 0 77,28677,286 1.7 77,286 0.5Lindholm Tuija Elli Annikki 43,122 28,22171,343 1.5 890,661 5.5Valottamo Oy 0 69,86569,865 1.5 69,865 0.4Martela Pekka Kalevi 69,274 869,282 1.5 1,385,488 8.6Taipale Ville Juhani 0 61,00061,000 1.3 61,000 0.4Tuuli Markku Juhani 0 60,70660,706 1.3 60,706 0.4Andersson Minna Sinikka 49,200 049,200 1.1 984,000 Martela Mari Kaarina 20,219 9,59629,815 0.6 413,976 2.6Martela Ille Ilari 13,218 8,36821,586 0.5 272,728 1.7Other shareholders 58,860 2,313,0352,371,895 51.1 3,490,235 21.6Total 604,800 4,034,4124,639,212 100 16,130,412 100
The list includes all shareholders holding over 1% of the shares
or votes. The Board of Directors hold 0.4% of shares and 0.2%
of votes.
Martela Oyj owns 1,425 pcs A shares. Out of the shares 379
were purchased at an average price of EUR 10.65 and 1,046
were transferred from Martela Corporation’s joint account to
the treasury shares reserve based on the decision by AGM
on March 13, 2018. The number of treasury shares is equivalent
to 0.03% of all shares and 0.01% of all votes.
The Annual General Meeting has in 2025 re-authorised the Board
of Directors to decide, for the following year, on share issue, on
acquiring and/or disposing of the companys shares in deviation
from the pre-emptive rights of shareholders.
The AGM approved the Board of Directors’ proposals, detailed
in the meeting notice, to authorise the Board to acquire and/or
dispose of Martela shares. The authorisation is for a maximum
450,000 of the companys A series shares.
MARTELA ANNUAL REPORT 2025 47
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Breakdown of share ownership by number of shares held 31 Dec 2025
Number of % of total Number Number Shares, pcsshareholdersshareholdersof shares %of votes % of Votes1–500 2,196 78.1260,449 5.6 268,049 1.7501–1,000 247 8.8199,774 4.3 203,574 1.31,001–5,000 253 9.0612,252 13.2 943,612 5.8Over 5,000 115 4.13,555,537 76.6 14,491,177 89.8Total 2,811 100.04,628,012 99.8 15,906,412 98.6of which nominee-registered 7172,043 3.7 172,043 1.1In the waiting list and collective account 611,200 0.2 224,000 1.4Total4,639,212 100.0 16,130,412 100.0
Breakdown of shareholding by sector 31 Dec 2025
Number of % of total Number Number shareholdersshareholdersof shares %of votes % of VotesPrivate companies 90 3.21,815,292 39.1 7,363,292 45.6Financial and insurance institutions 10 0.4116,465 2.5 254,524 1.6Non-profit entities 5 0.23,161 0.1 3,161 0.0Households 2,696 95.92,510,703 54.1 8,241,103 51.1Foreign investors 10 0.410,348 0.2 44,332 0.3Total 2,811 100.04,455,969 96.1 15,906,412 98.6of which nominee-registered 7172,043 3.7 172,043 1.1In the waiting list and collective account 611,200 0.2 224,000 1.4Total4,639,212 100.0 16,130,412 100.0
MARTELA ANNUAL REPORT 2025 48
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Parent company income statement
(EUR 1,000)
Note 1 Jan–31 Dec 2025 1 Jan–31 Dec 2024
Revenue
1
89,469 85,112
Change in inventories of finished goods and work in progress
3
-1,708 1,784
Production for own use
245 317
Other operating income 2
423 666
Materials and services 3
-69,947 -70,384
Personnel expenses 4
-11,264 -12,420
Other operating expenses 5
-9,836 -11,642
Depreciation and impairment 6
-4,874 -2,438
Operating profit (-loss)
-7,493 -9,004
Financial income and expenses 7
715 -1,918
Profit (-loss) before appropriations and taxes
-6,778 -10,922
Group contributions 8
1,218 1,600
Depreciation difference and Group contributions
1,218 1,600
Income taxes 9
0 0
Profit (-loss) for the financial year
-5,560 -9,322
MARTELA ANNUAL REPORT 2025 49
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Parent company balance sheet
(EUR 1,000)
Note 31 Dec 2025 31 Dec 2024
Assets
Non-current assets
Intangible assets 10
Intangible rights
1,192 1,512
Goodwill
276 390
Other long-term expenditure
332 612
Advance payments
111 98
1,911 2,612
Tangible assets 11
Buildings and structures
0 11
Machinery and equipment
1,598 2,371
Other tangible assets
23 23
Advance payments
49 82
1,671 2,488
Investments 12
Subsidiary shares
7,252 9,417
Receivables from subsidiaries
775 3,760
8,027 13,177
Current assets
Inventories
Materials and supplies
4,203 5,215
Work in progress
215 329
Finished goods
1,833 3,427
Advances paid to suppliers
641 335
6,892 9,306
Non-current receivables 13
Loan receivables
428 567
Current receivables 13
Trade receivables
15,805 16,685
Loan receivables
1,218 1,600
Prepaid expenses
293 356
Accrued income
808 1,523
18,123 20,165
Cash and cash equivalents
2,247 3,541
39,298 51,856
(EUR 1,000)
Note 31 Dec 2025 31 Dec 2024
Equity and liabilities
Shareholders' equity 14
Share capital
7,000 7,000
Share premium account
1,116 1,116
Reserve fund
11 11
Invested unrestricted equity fund
1,081 1,081
Retained earnings
6,055 15,377
Profit for the year
-5,560 -9,322
Total
9,703 15,263
Compulsory reservations
Other compulsory reservations
390 366
Liabilities
Non-current 15
Accrued liabilities and prepaid income
77 143
77 143
Current 16
Loans from financial institutions
3,616 4,404
Advances received
1,025 524
Trade payables
16,664 22,083
Accrued liabilities and prepaid income
3,727 6,194
Other current liabilities
4,096 2,880
29,129 36,085
Liabilities, total
29,206 36,227
39,298 51,856
MARTELA ANNUAL REPORT 2025 50
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Parent companys cash flow statement
(EUR 1,000)
1 Jan–31 Dec 2025 1 Jan–31 Dec 2024
Cash flows from operating activities
Profit (-loss) before appropriations and taxes
-6,778 -10,922
Depreciation and impairment
4,874 2,438
Unrealized exchange rate gains and losses
22 161
Financial income and expenses
-662 1,979
Other adjustments and income and expense non-cash
-157 -255
Cash flow before change in working capital
-2,701 -6,600
Change in working capital
Non-interest-bearing receivables, increase (-) / decrease (+)
1,811 562
Inventories, increase (-) / decrease (+)
2,414 -851
Non-interest-bearing liabilities, increase (+) / decrease (-)
-636 3,733
Cash flow before financial items and taxes
888 -3,156
Interest and other financial items paid
-1,051 -659
Interest and other financial items received
43 35
Dividends received
321 0
Net cash from operating activities (A)
201 -3,781
Cash flows from investing activities
Capital expenditure on tangible and intangible assets
-371 -377
Investments on subsidiary shares
-475 -314
Cash flows from investing activities
-846 -690
Cash flows form financing activities
Proceeds from short-term loans
0 3,198
Repayments of short-term loans
-788 0
Proceeds from long-term loan receivables
139 0
Cash proceeds from issuing shares
0 43
Cash flow from financing activities (C)
-649 3,241
Change in cash and cash equivalents (A+B+C), increase (+) / decrease (-)
-1,295 -1,230
Cash and cash equivalents at the beginning of year *)
3,541 4,771
Cash and cash equivalents at the end of year *)
2,247 3,541
*) Liquid assets include cash and bank receivables.
MARTELA ANNUAL REPORT 2025 51
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Accounting policies for the parent company
financial statements
Martela Oyj’s financial statements have been
prepared in accordance with Finnish Accounting
Standards (FAS). Items in the financial statements
have been recognised at cost. No assets have been
recorded to appreciated values, unless separately
mentioned.
Items denominated in foreign currency
Transactions denominated in foreign currencies are
recognised at the rate of exchange on the date of
their occurrence. Receivables and liabilities in
the balance sheet are translated at the average
rate on the balance sheet date. Exchange rate
differences arising from trade receivables are
recognised in revenue and those of trade payables
in adjustment items for purchases. Exchange rate
differences arising from balance sheet financial
items, such as loans, are recognised in exchange
rate differences of finance. Shareholders loans
denominated in foreign currency to subsidiaries
are considered as investments. Currency exchange
rate differences are hence not recognised in
parent company financial statements. Exchange
rate differences related to shareholder loans are
recognised in the Consolidated financial statements.
Intangible assets
Intangible assets are reported in the balance sheet
at cost and depreciated according to the plan
(by straight line method). Intangible assets are
depreciated according to their estimated useful life
in 3–10 years. Goodwill is depreciated by straight-
line method in 10 years.
Tangible assets
Buildings, machinery, equipment and other tangible
assets are reported in the balance sheet at their
undepreciated aquisition cost. No depreciation is
recognised on revaluations of buildings or on land
areas. Otherwise, depreciation is calculated on
a straight line basis according to the estimated
useful life.
DEPRECIATION PERIODS FOR
TANGIBLE ASSETS
Buildings and structures ………………………………20-30 years
Machinery and equipment ………………………………… 4-8 years
Other tangible assets ………………………………………… 3-5 years
Impairment testing of long-term assets
Goodwill and investments in subsidiaries are tested
for impairment whenever there are indications
the carrying amount of an asset may be materially
and permanently impaired. The recoverable
amount of the subsidiaries’ cash-generating units
is determined based on value-in-use calculations.
These calculations use projected cash flows derived
from management-approved financial plans covering
a five-year period. The key assumptions in these
plans relate to the units’ growth and profitability
developments. The projected cash flows are based
on management-approved financial plans covering
a five-year period and a terminal value thereafter.
Inventories
Inventories are recognised at weighted average
purchase prices. The value of inventories is reduced
with respect to nonmarketable items. The cost of
goods includes also a share of the overhead costs
of production.
Income tax
The company income taxes are recognised on
accrual basis and are calculated according to local
tax legislation with adjustments from previous
financial years. In the financial statements
the company does not recognise deferred tax
receivables or deferred tax liabilities. The amount
of the unrecorded deferred tax asset arising from
the loss to be confirmed for the financial year is
EUR 776 thousand.
Revenue and recognition policies
Revenue is recognised on accrual basis. Direct
taxes, discounts and exchange rate differences are
deducted from sales income in calculating revenue.
Research and development
Research and development expenses are recognised
normally in profit or loss in the year they arise.
Research and development-related equipment is
capitalised in machinery and equipment.
Other operating income and expenses
Proceeds from sale of assets, public subsidies and
other income (rent income) are recognised in ”Other
operating income”. Losses from disposal of assets
and other costs are recognised in ”Other operating
expenses”.
Operating leases
All leasing payments are reported as rent expenses.
Share-based payments
In the effective share-based incentive programme
there are three earning periods, which are 2024,
2025 and 2026, and payment are made as a
combination of shares and cash.
Treasury shares
The treasury shares held by the parent company are
reported as a deduction from equity.
Other compulsory reservations
The normal warranty for standard Martela produced
products is five years. The warranty provision (EUR
390 thousand) has been calculated as an estimate
of the five-year warranties for Martela products and
the sale of Martela products.
MARTELA ANNUAL REPORT 2025 52
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
1. Breakdown of revenue by market area
% of revenue
2025 2024
Finland
78 76
Scandinavia
14 16
Other
8 8
Total
100 100
2. Other operating income
(EUR 1,000)
2025 2024
Rental income
5 43
Other operating income
15 30
Other operating income, Group
403 593
Total
423 666
3. Materials and services
(EUR 1,000)
2025 2024
Purchasing during the financial year
-53,781 -50,862
Change in inventories of materials and suppliers
-1,012 -1,123
External services
-16,862 -16,614
Materials and supplies, total
-71,655 -68,600
4. Personnel expenses and number of personnel
(EUR 1,000)
2025 2024
Salaries, CEO
-226 -240
Pension expenses
-56 -58
Salaries of the Board and directors
-165 -167
Salaries of the Board and directors and managing director, total
-447 -465
Other salaries
-8,941 -9,967
Pension expenses
-1,583 -1,749
Other salary-related expenses
-293 -240
Personnel expenses in the income statement
-11,264 -12,420
Fringe benefits
-111 -122
Total
-11,375 -12,542
Personnel
Personnel on average, workers
39 44
Personnel on average, officials
126 136
Personnel on average, total
165 180
Personnel at the year end
164 179
Salaries of the Board and directors are not income subject to pension.
5. Other operating expenses
(EUR 1,000)
2025 2024
Auditor's fees
Auditing
-138 -184
Auditor's fees, total
-138 -184
6. Depreciation and write-down
(EUR 1,000)
2025 2024
Depreciation according to plan
Intangible assets
-803 -1,230
Tangible assets
Buildings and structures
-11 -2
Machinery and equipment
-1,076 -1,207
Depreciation according to plan, total
-1,889 -2,438
Impairments
-2,985
Depreciations and impairments, total
-4,874 -2,438
7. Financial income and expenses
(EUR 1,000)
2025 2024
Financial income and expenses
Interest income from short-term investments
43 35
Foreign exchange gains
120 96
Interest expenses
-485 -255
Dividends from Group companies received
4,322 361
Losses on foreign exchange
-179 -289
Other financial expenses
-514 -344
Impairments
-2,592 -1,523
Total
715 -1,918
Based on the goodwill testing impairment of Martela AB shares EUR 765 thousand
and Martela AS shares EUR 1,827 thousand.
8. Depreciations and Group contributions
(EUR 1,000)
2025 2024
Appropriations
Group contributions, received
1,218 1,600
Group contributions total
1,218 1,600
Appropriations, total
1,218 1,600
MARTELA ANNUAL REPORT 2025 53
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
10. Intangible assets
1 Jan–31 Dec 2025 (EUR 1,000)
Intangible
rights Goodwill
Other long-
term expenses
Work in
progress
Intangible
assets total
Acquisition cost 1 Jan
7,405 9,200 12,471 98 29,174
Increases
58 20 9 128 215
Decreases
0 0 0 -116 -116
Acquisition cost 31 Dec
7,464 9,220 12,480 111 29,274
Accumulated depreciation 1 Jan
-5,895 -8,810 -11,856 0 -26,563
Depreciation for the year 1 Jan–31 Dec
-377 -134 -292 0 -803
Accumulated depreciation 31 Dec
-6,273 -8,944 -12,148 0 -27,366
Carrying amount 1 Jan
1,511 410 613 98 2,632
Carrying amount 31 Dec
1,192 276 332 111 1,911
1 Jan–31 Dec 2024 (EUR 1,000)
Intangible
rights Goodwill
Other long-
term expenses
Work in
progress
Intangible
assets total
Acquisition cost 1 Jan
6,338 9,200 12,471 1,008 29,018
Increases
1,067 0 0 212 1,279
Decreases
0 0 0 -1,122 -1,122
Acquisition cost 31 Dec
7,405 9,200 12,471 98 29,174
Accumulated depreciation 1 Jan
-5,086 -8,680 -11,567 0 -25,333
Depreciation for the year 1 Jan–31 Dec
-810 -130 -290 0 -1,230
Accumulated depreciation 31 Dec
-5,895 -8,810 -11,856 0 -26,563
Carrying amount 1 Jan
1,254 520 902 1,008 3,685
Carrying amount 31 Dec
1,512 390 612 98 2,612
9. Income taxes
(EUR 1,000)
2025 2024
Income taxes from operations
0 0
Taxes from previous years
0 0
Total
0 0
Deferred tax liabilities and assets are not included in the income statement or balance sheet.
The total deferred tax asset arising from confirmed losses is EUR 2,073 thousand.
11. Tangible assets
1 Jan–31 Dec 2025 (EUR 1,000)
Buildings
Machinery
and
equipment
Other
tangible
assets
Work in
progress Total
Acquisition cost 1 Jan
8,784 17,640 23 82 26,529
Increases
0 314 0 44 358
Decreases
0 -148 0 -78 -148
Acquisition cost 31 Dec
8,784 17,806 23 49 26,662
Accumulated depreciation 1 Jan
-8,773 -15,268 0 0 -24,041
Accumulated depreciation on decreases
0 137 0 137
Depreciation for the year 1 Jan–31 Dec
-11 -1,076 0 0 -1,086
Accumulated depreciation 31 Dec
-8,784 -16,207 0 0 -24,990
Carrying amount 1 Jan
10 2,371 23 82 2,487
Carrying amount 31 Dec
0 1,598 23 49 1,671
1 Jan–31 Dec 2024 (EUR 1,000)
Buildings
Machinery
and
equipment
Other
tangible
assets
Work in
progress Total
Acquisition cost 1 Jan
8,784 17,210 23 116 26,133
Increases
0 567 0 126 693
Decreases
0 -137 0 -159 -137
Acquisition cost 31 Dec
8,784 17,640 23 82 26,529
Accumulated depreciation 1 Jan
-8,771 -14,198 0 0 -22,970
Accumulated depreciation on decreases
0 137 0 0 137
Depreciation for the year 1 Jan–31 Dec
-2 -1,207 0 0 -1,208
Accumulated depreciation 31 Dec
-8,773 -15,268 0 0 -24,041
Carrying amount 1 Jan
12 3,011 23 116 3,163
Carrying amount 31 Dec
11 2,371 23 82 2,488
Carrying amount of production machinery and equipment was EUR 15 (20) thousand.
MARTELA ANNUAL REPORT 2025 54
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
12. Investments
1 Jan–31 Dec 2025 (EUR 1,000)
Subsidiary
shares
Other
shares and
participations
Share-
holder loan
receivables Total
Balance sheet value at beginning of year
9,417 0 3,760 13,177
Increases
485 0 0 485
Decreases/Impairment
-2,650 0 -2,985 -5,635
Balance sheet value at end of year
7,252 0 775 8,027
1 Jan–31 Dec 2024 (EUR 1,000)
Subsidiary
shares
Other
shares and
participations
Share-
holder loan
receivables Total
Balance sheet value at beginning of year
9,324 7 3,760 13,091
Increases
1,609 0 0 1,609
Decreases/Impairment
-1,516 -7 0 -1,523
Balance sheet value at end of year
9,417 0 3, 760 13,177
Subsidiary shares
Parent
companys
holding, %
Of total
votes, %
Number of
shares
Par value
(1,000)
Book value
(EUR 1,000)
Kidex Oy
Finland 100 100 200 2,208 EUR 2,208
Muuttopalvelu Grundell Oy
Finland 100 100 100 8 EUR 4,440
Martela AB, Nässjö
Sweden 100 100 50,000 10,000 SEK 0
Martela AS, Oslo
Norway 100 100 200 13,700 NOK 469
Martela Sp.z o.o., Varsova
Poland 100 100 3,483 3,483 PLN 135
Tehokaluste Oy
Finland 100 100 1 0 EUR 0
Total
7 252
Aski Avvecklingsbolag AB shares have been sold to Martela AB Price EUR 50 thousand.
Shareholder loan receivable Martela AB EUR 775 thousand. Impairment of shareholder loan
receivable EUR 2,985 thousand.
Impairment of Martela AB shares EUR 765 thousand and Martela AS shares EUR 1,837 thousand.
13. Receivables
(EUR 1,000)
2025 2024
Non-current receivables
Loan receivables
428 567
Current receivables
Receivables from Group companies
Trade receivables
3,036 781
Loan receivables
1,218 1,600
Prepaid expenses
293 356
Receivables from others
Trade receivables
12,769 15,905
Accrued income and prepaid expenses
808 1,523
Current receivables, total
18,123 20,165
Accrued income and prepaid expenses, main items
2025 2024
Related to personnel expenses
77 84
Related to payments in advance
276 539
Other accrued income or prepaid expenses
48 391
Periodization of revenue
407 510
Accrued income and prepaid expenses total
808 1,523
Related party loan
2025
2024
Loan 1 Jan
174 138
Increases
0 36
Decreases
10 0
Loan 31 Dec
164 174
The Board of Directors has decided to grant an interest-bearing loan to
finance the acquisition of the companys shares. The maximum amount
of the loan is 70% of the investment in shares. The loan will be repaid
in full on 31 December 2027, at the latest. The interest rate is 12
months euribor but not below 0%.
The loan granted to the board of directors is EUR 164 (174) thousand,
of which the CEO loan EUR 82 (82) thousand and others EUR 82 (92)
thousand.
MARTELA ANNUAL REPORT 2025 55
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
14. Changes in shareholders’ equity
Distribution of shares 31 Dec 2025
Number of
shares Total EUR
% of share
capital Votes % of Votes
K-shares (20 votes/share)
604,800 925,682 13 12,096,000 75
A-shares (1 vote/share)
4,034,412 6,074,318 87 4,034,412 25
Total
4,639,212 7,000,000 100 16,130,412 100
Treasury shares
1,425
Number of shares outstanding
4,637,787
Shareholders' equity (EUR 1,000)
2025 2024
Restricted equity
Share capital 1 Jan and 31 Dec
7,000 7,000
Share premium account 1 Jan and 31 Dec
1,116 1,116
Unrestricted equity
Reserve fund 1 Jan and 31 Dec
11 11
Invested unrestricted equity fund 1 Jan
1,081 995
Share issue
0 85
Invested unrestricted equity fund 31 Dec
1,081 1,081
Retained earnings 1 Jan
6,055 15,377
Profit (-loss) for the year
-5,560 -9,322
Retained earnings 31 Dec
495 6,055
Shareholders' equity total
9,703 15,263
15. Non-current liabilities
(EUR 1,000)
2025 2024
Accrued expenses
77 143
Total
77 143
Accrued expenses
Related to the personnel expenses
77 84
The company has purchased electricity derivatives, of which long-term liabilities
amount to EUR 0 (58) thousand and short-term liabilities amount to EUR 0 (0) thousand.
16. Current liabilities
(EUR 1,000)
2025 2024
Current liabilities
Liabilities to Group companies
Trade payables to Group companies
9,961 11,350
Accrued liabilities to Group companies
1,334 2,048
Other current liabilities Group companies
148 1,283
Total
11,443 14,681
Other current liabilities
Loans from financial institutions
3,616 4,404
Advances received
1,025 524
Trade payables
6,704 10,732
Other current liabilities
3,948 2,880
Accrued liabilities
2,393 2,863
Total
17,686 21,404
Current liabilities, total
29,129 36,085
Current liabilities are specified in notes because items are combined in Balance sheet.
(EUR 1,000)
2025 2024
Personnel expenses
1,693 1,710
Royalties
161 151
Residual expenses
539 1,002
Accrued liabilities, total
2,393 2,863
The parent company´s distributable equity was EUR 1,576 thousand
on December 31, 2025.
Treasury shares held by Martela Oyj are reported as a deduction from
retained earnings. Martela Oyj owns 1,425 (1,425) A shares. Out of
the shares 379 were purchased at an average price of EUR 10.65 and
1,046 were transferred from Martela Corporation’s joint account to
the treasury shares reserve based on the decision by AGM on
March 13, 2018.
Market value of treasury shares on December 31, 2025 was EUR 0.72
(0.85) per share, a total of EUR 1.0 (1.2) thousand.
The subscription price of the directed share issue has been registered
in reserve for invested unrestricted equity. Company has decided on a
paid direct share issue April 5, 2024, in which 65,717 of series A shares
have been subscribed. The share subscription price EUR 85 thousand,
has been credited to the company’s reserve for invested unrestricted
equity.
MARTELA ANNUAL REPORT 2025 56
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
17. Pledges granted and contingent liabilities
(EUR 1,000)
2025 2024
Debts secured by mortgages
Corporate mortgages
7,191 7,191
Shares pledged
7,191 7,191
Other pledges
Guarantees as security for rents
680 898
Total
680 898
Other liabilities
Residual value liabilities related to the service business
3,059 3,111
Total
3,059 3,111
Leasing commitments
Falling due within 12 months
930 541
Falling due after 12 months
1,023 2,127
Total
1,953 2,668
Rent commitments
14,523 14,886
Factoring debts which customer receivables as guarantee
3,616 4,404
Factoring receivables as guarantee
4,216 5,095
Company has signed premises lease contract on May 24, 2021.
Contract is valid at least until March 31, 2029, and the monthly rent is EUR 38,859.
Company has signed Nummela property sale and leaseback contract on August 3, 2022.
Contract is valid untill April 31, 2033, and the monthly rent is EUR 131,489.
MARTELA ANNUAL REPORT 2025 57
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Auditors report
(Translation of the Finnish original)
To the Annual General Meeting of Martela Oyj
Report on the Audit of
the Financial Statements
OPINION
We have audited the financial statements of Martela
Oyj (business identity code 0114891-2) for the year
ended 31 December, 2025. The financial statements
comprise the consolidated balance sheet, statement
of comprehensive income, statement of changes in
equity, statement of cash flows and notes, including
material accounting policy information, as well
as the parent companys balance sheet, income
statement, statement of cash flows and notes.
In our opinion
the consolidated financial statements give
a true and fair view of the groups financial
position, financial performance and cash flows in
accordance with IFRS Accounting Standards as
adopted by the EU.
the financial statements give a true and fair view
of the parent companys financial performance and
financial position in accordance with the laws and
regulations governing the preparation of financial
statements in Finland and comply with statutory
requirements.
Our opinion is consistent with the additional
report submitted to the Audit Committee.
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 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.
In our best knowledge and understanding, the non-
audit services that we have provided to the parent
company and group companies are in compliance
with laws and regulations applicable in Finland
regarding these services, and we have not provided
any prohibited non-audit services referred to in Article
5(1) of regulation (EU) 537/2014. The non-audit
services that we have provided have been disclosed
in note 4 to the consolidated financial statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our opinion.
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.
We have fulfilled the responsibilities described
in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report,
including in relation to these matters. Accordingly,
our audit included the performance of procedures
designed
to respond to our assessment of the risks of
material misstatement of the financial statements.
The results of our audit procedures, including
the procedures performed to address the matters
below, provide the basis for our audit opinion on
the accompanying financial statements.
We have also addressed the risk of management
override of internal controls. This includes
consideration of whether there was evidence of
management bias that represented a risk of material
misstatement due to fraud.
SPONSIBILITIES 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 IFRS Accounting Standards 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 finan-
cial statements in Finland and comply with statutory
requirements. The Board of Directors and the Man-
aging 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 companys and
the groups ability to continue as 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 cease operations, or there is no
realistic alternative but to do so.
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MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance
on whether the financial statements as a whole are
free from material misstatement, whether due to
fraud or error, and to issue an auditors 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 aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of the 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 companys or the groups internal control.
Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.
Conclude on the appropriateness of the Board
of Directors’ and the Managing Directors 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 companys or the groups 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.
Plan and perform the group audit to obtain
sufficient appropriate audit evidence regarding
the financial information of the entities or business
units within the group as a basis for forming an
opinion on the group financial statements. We
are responsible for the direction, supervision and
review of the audit work performed for purposes 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 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 auditors report
unless law or regulation precludes public disclosure
about the matter or when, in extremely rare
circumstances, we determine that a matter should
Key Audit Matter
How our audit addressed the Key Audit Matter
Revenue Recognition
We refer to the Group’s accounting policies and note 1.
Our audit procedures to address the risk of material misstatement
in respect of revenue recognition included among others:
The Groups revenue includes mainly sale of furniture and, to
a lesser extent, sale of services and leasing of furniture. In
furniture deliveries the Group fulfills its contractual performance
obligations at a point in time and the revenue is recognized when
control is transferred to a customer.
Revenue recognition is considered as a key audit matter because
revenues are a key performance measure which could create
an incentive for revenue to be recognized prematurely. Revenue
recognition was also determined to be a significant risk of
material misstatement referred to in EU Regulation No 537/2014,
point (c) of Article 10(2).
• We assessed the appropriateness of the groups accounting
policies over revenue recognition compared to IFRS standards.
We assessed the groups processes and controls over timing of
revenue recognition.
We tested the correct timing of revenue recognition by using
analytical procedures and transaction level testing. Our procedures
included data analytics, obtaining external confirmations and
transaction level testing before and after the balance sheet date
as well as inspection of credit notes prepared after the balance
sheet date.
We considered the appropriateness of the groups disclosures
in respect of revenues.
Valuation of subsidiary shares and long-term receivables
in parent companys balance sheet
We refer to parent company’s accounting policies
and notes 7 and 12.
Our audit procedures to address the risk of material misstatement
in respect of valuation of subsidiary shares and long-term
receivables included among others:
As of balance sheet date December 31, 2025 the subsidiary shares
and long-term receivables amounted to 8 M€ corresponding to 20
% of parent companys total assets and 83 % of parent company’s
equity.
The management of the parent company prepares annually
impairment calculation for balance sheet value of the investments
based on their value in use. These calculations include significant
management judgements, like forecasted revenue growth, EBITDA
and discount rate used in discounting cash flows. Based on the
calculation, an impairment of 0,8 M€ was recognized in the 2025
financial statements for the shares in Martela AB and 3,0 M€ for
the loan receivable, as well as an impairment of 1,8 M€ for
the shares in Martela AS.
• We assessed the basis and appropriateness of the forecasts used
in the impairment calculations, like assumptions related to revenue
growth and EBITDA development.
We assessed the principles applied in determining the discount
rate and the parameters applied in the calculation. Our valuation
specialists assisted us in these procedures.
We assessed the appropriateness of the models applied in the
impairment testing and performed procedures to verify the
mathematical accuracy of the calculations
This matter was also determined to be a significant risk of
material misstatement referred to in EU Regulation No 537/2014,
point (c) of Article 10(2).
MARTELA ANNUAL REPORT 2025 59
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
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
INFORMATION ON OUR AUDIT ENGAGEMENT
We were first appointed as auditors by
the Annual General Meeting on March 12, 2020,
and our appointment represents a total period
of uninterrupted engagement of six years.
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 and the information included in
the Annual Report, but does not include the
financial statements and our auditor’s report
thereon. We have obtained the report of the Board
of Directors prior to the date of this auditors report,
and the Annual Report is expected to be made
available to us after that date.
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 identified above 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. With respect to
report of the Board of Directors, our responsibility
also includes considering whether the report of
the Board of Directors has been prepared in
compliance with the applicable provisions.
In our opinion, the information in the report of
the Board of Directors is consistent with
the information in the financial statements and
the report of the Board of Directors has been
prepared in compliance with the applicable
provisions. If, based on the work we have performed
on the other information that we obtained prior
to the date of this auditor’s report, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Espoo 24.2.2026
Ernst & Young Oy
Authorized Public Accountant Firm
Osmo Valovirta
Authorized Public Accountant
MARTELA ANNUAL REPORT 2025 60
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Independent Auditors report on the ESEF consolidated
financial statements of Martela Oyj
(Translation of the Finnish original)
To the Board of Directors of Martela Oyj
We have performed a reasonable assurance
engagement on the financial statements
743700M4EIEVD61PNN55-2025-12-31-fi.zip of
Martela Oyj (y-identifier: 0114891-2) that have been
prepared in accordance with the Commissions
regulatory technical standard for the financial year
ended 31.12.2025.
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS AND THE MANAGING DIRECTOR
The Board of Directors and the Managing
Director are responsible for the preparation of the
companys report of Board of Directors and financial
statements (the ESEF financial statements) in such
a way that they comply with the requirements of the
Commissions regulatory technical standard. This
responsibility includes:
preparing the ESEF financial statements in
XHTML format in accordance with Article 3 of
the Commissions regulatory technical standard
tagging the primary financial statements,
notes and company’s identification data in the
consolidated financial statements that are included
in the ESEF financial statements with iXBRL tags
in accordance with Article 4 of the Commission’s
regulatory technical standard and
ensuring the consistency between the ESEF
financial statements and the audited financial
statements.
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 ESEF financial statements in accordance the
requirements of the Commission’s regulatory
technical standard.
AUDITOR’S INDEPENDENCE AND
QUALITY MANAGEMENT
We are independent of the company in accordance
with the ethical requirements that are applicable
in Finland and are relevant to the engagement we
have performed, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements.
The firm applies International Standard on
Quality Management (ISQM) 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.
AUDITOR’S RESPONSIBILITIES
Our responsibility is to, in accordance with Chapter
7, Section 8 of the Securities Markets Act, provide
assurance on the financial statements that have
been prepared in accordance with the Commissions
technical regulatory standard. We express an
opinion on whether the consolidated financial
statements that are included in the ESEF financial
statements have been tagged, in all material
respects, in accordance with the requirements of
Article 4 of the Commissions regulatory technical
standard.
Our responsibility is to indicate in our opinion
to what extent the assurance has been provided.
We conducted a reasonable assurance engagement
in accordance with International Standard on
Assurance Engagements (ISAE) 3000.
The engagement includes procedures to obtain
evidence on:
whether the primary financial statements in the
consolidated financial statements that are included
in the ESEF financial statements have been
tagged, in all material respects, with iXBRL tags
in accordance with the requirements of Article 4
of the Commissions regulatory technical standard
and
whether the notes and company’s identification
data in the consolidated financial statements that
are included in the ESEF financial statements have
been tagged, in all material respects, with iXBRL
tags in accordance with the requirements of
Article 4 of the Commissions regulatory technical
standard and
whether there is consistency between the ESEF
financial statements and the audited financial
statements.
MARTELA ANNUAL REPORT 2025 61
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
The nature, timing and extent of the selected
procedures depend on the auditors judgement.
This includes an assessment of the risk of
material deviations due to fraud or error from
the requirements of the Commission’s technical
regulatory standard.
We believe that the evidence we have obtained is
sufficient and appropriate to provide a basis for our
opinion.
OPINION
Our opinion pursuant to Chapter 7, Section 8 of the
Securities Markets Act is that the primary financial
statements, notes and companys identification
data in the consolidated financial statements that
are included in the ESEF financial statements of
Martela Oyj 743700M4EIEVD61PNN55-2025-12-31-fi.
zip for the financial year ended 31.12.2025 have been
tagged, in all material respects, in accordance with
the requirements of the Commission’s regulatory
technical standard.
Our opinion on the audit of the consolidated
financial statements of Martela Oyj for the financial
year ended 31.12.2025 has been expressed in our
auditor’s report dated 24.2.2026. With this report
we do not express an opinion on the audit of the
consolidated financial statements nor express
another assurance conclusion.
Espoo 10.3.2026
Ernst & Young Oy
Authorized Public Accountant Firm
Osmo Valovirta
Authorized Public Accountant
MARTELA ANNUAL REPORT 2025 62
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Corporate governance statement 2025
Martela Corporation is a Finnish limited liability
company that is governed in its decision-making
and management by Finnish legislation, especially
the Finnish Limited Liability Companies Act,
by other regulations concerning public listed
companies, and by its Articles of Association.
The company complies with the NASDAQ OMX
Guidelines for Insiders and the Finnish Corporate
Governance Code 2025 published by the Securities
Market Association. Corporate Governance code
is available at www.cgfinland.fi/en/corporate-
governance-code/. Martela complies with all of
the Codes guidelines.
Organisation
The Group is managed according to both
its operational organisation and legal Group
organisation. The Groups management is based
primarily on an operational matrix organisation.
In 2025 The Group was organised in units as:
Customer Success, which is responsible for
customer relationships, sales, workplace services.
Additionally, the unit is responsible for marketing
together with the Brand, Products and Services
unit.
Operations, which is responsible for after-sales
activities, including sourcing, production, removal
services, product development, quality assurance,
the research laboratory, planning of material flows
and logistics and as well as IT matters.
People and sustainability, which is responsible for
the human resource administration, sustainability
management and internal communication.
Finance, which is responsible for the Groups
financial planning and reporting, investor relations
as well as legal matters.
Brand, Products & Services unit, which is
responsible for brand and product portfolio
management and for the planning and development
of work and learning environment projects.
Additionally, the unit is responsible for marketing
together with the Customer Success unit.
Annual general meeting
The General Meeting is the companys supreme
decision-making body. The Annual General Meeting
must be held within six months of the end of
the financial year. The financial statements, Board
of Directors’ report and the auditor’s report are
presented at the Annual General Meeting.
The Meeting decides on the approval of the financial
statements, use of the profit shown on the balance
sheet, discharging the members of the Board of
Directors and the CEO from liability, the fees of
the Board members and auditors and the number
of members on the Board. The General Meeting also
elects the Directors of the Board and the auditor.
Other matters on the agenda of the General Meeting
are mentioned in the notice of meeting.
Shares
Martela has two share series (K shares and
A shares), with each K share entitling its holder to
20 votes at a General Meeting and each A share
entitling its holder to one vote. The redeeming of
K shares is referred to in the Articles of Association.
Private owners of K shares have a valid shareholder
agreement that restricts the sale of these shares
to other than existing holders of K shares.
The companys total share capital on 31 December
2025 was EUR 7 million.
Board of directors
The Board of Directors, elected by the Annual
General Meeting each year, is responsible for
the management and proper arrangement of
the operations of the company in compliance
with the Limited Liability Companies Act and
the Articles of Association.
Preparations concerning the composition of
the Board of Directors are carried out by the
principal shareholders, who propose Board
candidates to the Annual General Meeting based
on their preparatory work. In accordance with
the Articles of Association, the Board of Directors
consists of no less than five and no more than nine
members. There may be no more than two deputy
members. The Board of Directors elects from among
its members a Chairman and Vice Chairman to serve
until the end of the next Annual General Meeting.
The Board has confirmed a Charter defining
the duties of the Board, meeting practices,
the matters to be dealt with at meetings, the targets
set by the Board for its operations, a self-evaluation
of these operations, and the Board’s committees.
In addition to the duties mentioned in the Limited
Liability Companies Act and the Articles of
Association, the Board of Directors is responsible for:
deciding on the Group strategy
deciding on the Group structure
approving financial statements, interim financial
statements and interim reports
approving the Group’s operating plans, budgets,
major investments and donations
deciding on business expansion and reduction,
acquisitions and divestments
deciding on the Risk management policy and
principles of the internal control
deciding on dividend policy and make a proposal
to the Annual General Meeting on the amount of
dividend to be paid
deciding on the Treasury policy
approving and dismissing the CEO and to decide
on his salary
authorising the Remuneration Committee to decide
on the appointments and remuneration of
the members of the Group Management Team
and the general principles of the Groups
performance bonus scheme
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MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
deciding on Management’s share-based incentive
schemes
regularly approving and revising corporate
governance principles and internal policies
annually approving the companys internal control
and risk management principles and addressing
the most significant risks and uncertainties
associated with the companys operations
appointing board committees and deciding
on their reporting
accepting stock exchange releases related to
the Board’s decisions
confirming the principles of the Board diversity
the other statutory provisions of the Limited
Liability Companies Act, the Corporate Governance
Code or elsewhere
The Board of Directors consisted of following
members:
Johan Mild, chairman of the Board, born 1974,
M.Sc. Accounting, CEO of Plugit Finland Oy.
Does not own any company shares
Hanna Mattila, born 1972, D. Sc (Tech), Director of
Turku Urban Research Programme, University of
Turku, owns 1,600 Martela Oyj K shares
Eero Martela, born 1984, M.Sc Tech., Managing
Partner, Columbia Road Oy, owns 6,710 Martela Oyj
A shares and 1,073 K shares
Jan Mattsson, born 1966 M.Sc, Architecture,
Head of AFRY Architects Stockholm, owns 6,759
Martela Oyj A shares
Anni Vepsäläinen, born 1963, M.Sc Tech., Member
of the Board, Cinia Oy, owns 2,000 Martela Oyj
A shares
Jacob Kragh, born 1970, M.Sc. International
Business, CEO of Quooker Nederland B.V. Does not
own any company shares
The Board convened ten times during the financial
year. The average attendance of the Board members
was 98 per cent.
The Board reviews its own activities annually,
either by self-assessment or assessment made by
an external consultant. In both cases a summary
of the evaluations is jointly discussed at a Board
meeting.
The Board has evaluated the independence of
its members and determined that Hanna Mattila,
Eero Martela, Jan Mattsson, Johan Mild, Jacob
Kragh and Anni Vepsäläinen are independent of
the company. Of the companys largest shareholders
Jan Mattsson, Jacob Kragh, Johan Mild and Anni
Vepsäläinen are independent members of the Board.
The Board has formed from among its members
a Human Resource and Rewarding Committee
and an Audit Committee, which both have written
Charters.
According to the Charter, the key duties of the
Human Resource and Rewarding Committee include:
deciding, with authorisation from the Board, on
the remuneration issues and annual performance
bonuses of the CEO and the Group Management
Team as well as general principles for the Groups
performance bonus scheme for the entire
personnel
preparing for the Board the structure, criteria and
target levels of the long-term incentive plans for
key personnel
processing the appointments of the CEO and
Group Management Team members, deputy
arrangements and successor issues.
The Compensation Committee also handles
remuneration statements in connection with
the financial statements
The Board’s Human Resource and Rewarding
Committee comprises Johan Mild, Jan Mattsson and
Jacob Kragh.
The Committee convened two times during
the financial year. The average attendance of
the Committee members was 100 per cent.
According to the Charter, the key duties of the Audit
Committee include:
monitoring the financial reporting and interim
report processes,
supervising the financial reporting process,
monitoring the company’s financial condition,
monitoring the adequacy and effectiveness of
the companys internal control and risk
management systems,
processing the description of the internal control
and risk management systems related to the
financial re¬porting process included in the
Corporate Governance Statement,
monitoring the statutory audit of the financial
statements and the consolidated financial
statements,
observing, together with the auditors and
the management of the company, the findings
of the auditing carried out and the possible
difficulties in carrying out the audit,
assessing the independence of the auditor or
the audit firm, and in particular the provision of
ancillary services to the company,
evaluating the fees charged on auditing and
ancillary services and their criteria,
preparing a proposal for a decision on the election
of the auditor,
assessing the compliance process with laws and
regulations and respect for ethical principles in
the organisation,
conducting reports on the companys most
significant legal and regulatory procedures
The Board’s Audit Committee comprises Anni
Vepsäläinen, Eero Martela and Hanna Mattila.
The Committee convened four times during
the financial year. The average attendance of
the Committee members was 100 per cent.
The secretary of the Board of Directors is
a lawyer from the same company from where
other legal services is provided to the Group.
The Chairman of the Board is in direct contact
with the CFO as necessary.
BOARD DIVERSITY
According to the principles of the Board diversity,
the members of the Board of Directors must have
sufficient and complementary experience and
expertise in Martelas most important business
sectors and markets. The Board must have equal
representation of both sexes and a diverse age
distribution. In addition, differences related to
nationality are creating diversity. Board members
should have sufficiently diverse professional and
educational background, strategy development
and implementation skills, economic expertise,
experience in managing companies at various stages
of development, innovation, decision-making and
questioning skills, and sufficient time for working
in the board. The achievement and development
of diversity in reaching the goals is assessed in
the Board Self-Evaluation Discussion, and diversity
has been implemented in accordance with
the recommendations.
The principles set for diversity have been
well implemented in Martela. In 2025, the board
comprised six members representing three different
MARTELA ANNUAL REPORT 2025 64
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
nationalities. The board members had diverse
backgrounds from key industries as well as from
the institutions related to Martela. All board
members held university degrees in fields such a
s engineering, economics, international business,
and architecture and urban planning.
The board members were well acquainted
with the companys operating environment and
possessed specialized expertise in areas such as
sustainability, ESG issues, finance, and the core
business environment relevant to the companys
operations. By the end of 2025, the age of the board
members ranged from 41 to 62 years. Among them,
two were women and four were men. And thus, the
distribution was 33.33 per cent women and 66.67
per cent men.
CEO
The Board appoints Martela Corporations CEO and
decides on the terms and conditions of his service
relationship, which are defined in a written CEO’s
service contract. The CEO is responsible for
the operational management and supervision of
the parent company and the Group according to
the guidelines set by the Board. Company CEO is
Ville Taipale, born 1971, M.Sc Tech., owns 61,000
Martela Oyj A shares.
Group management team
The Board of Directors and the CEO appoint
the members of the Group Management Team.
The CEO of Martela Corporation acts as
the Chairman of the Group Management Team.
The directors responsible for the units and
processes are also represented in the Group
Management Team. The Group Management
Team drafts and reviews strategies, budgets and
investment proposals and monitors the financial
situation of the Group and its business areas and
processes and the attainment of operational targets
and plans. The Group Management Team meets
once a month.
Group Management Team consisted of following
members led by Group CEO:
Kimmo Hakkala responsible for Customer Success
unit (owns 11,538 Martela Oyj A shares)
Kalle Sulkanen responsible for Operations unit
(owns 13,555 Martela Oyj A shares)
Eeva Terävä responsible for Brand, Products &
Services unit (owns 23,016 Martela Oyj A shares)
Suvi-Maarit Kario responsible for People and
sustainability unit (owns 1,500 Martela Oyj
A shares)
Henri Berg responsible for Finance unit (owns
15,000 Martela Oyj A shares)
Financial reporting in the group
Martela Corporations Board of Directors is provided
regularly reports on the financial performance and
forecasts of the Group. The reports and forecasts
are also presented by the CEO and CFO at Board
meetings, where they are reviewed.
The Group Management Team meets at least
once a month to evaluate the financial performance,
outlook and risks of the Group.
Auditing
The auditing of Group companies is carried out
in accordance with the valid laws in each country
and each companys Articles of Association.
The principally responsible auditor of the parent
company co-ordinates the auditing of the Group’s
subsidiaries together with the Groups CEO and
CFO. The auditors of Martela Corpora¬tion and
the Group are the authorised public accountants
Ernst & Young, with Osmo Valovirta, Authorised
Public Accountant, as the principally responsible
auditor. All the auditors of the Group’s companies
are in the Ernst & Young chain.
Internal control
The reliability of financial reporting is one of
the principal objectives of Martela Corporations
internal control.
The CEO is responsible for the operational
management and supervision of the Group
according to the guidelines set by the Board.
Martelas strategy is updated and its targets
defined on an annual basis. Strategic planning
forms the basis of all planning at Martela and is
carried out on a rolling basis. Target setting is an
internal control prerequisite because the targets
of the companies, business areas, functions and
supervisors are derived from Group-level targets.
For each business area, specific financial and
non-financial targets are set in accordance with
the business plan, and their attainment is monitored
regularly through comprehensive reporting to
executive management, for example.
The CFO has overall responsibility for financial
reporting in the Group. Reporting to executive
management is carried out separately and
independently of business operations.
Controllers and financial managers (controller
function) are responsible for Group, company and
other financial reporting. At Martela, financial
reporting is carried out in compliance with
guidelines, laws and regulations in a consistent
manner throughout the Group. The reliability of
financial reporting depends on the appropriateness
and reliability of financial and reporting processes
and on the control measures taken to ensure these.
During recent years, the internal control has focused
among others on sales, quote to cash processes,
on management of working capital, on ERP system
implementation, on development of the receivables
collection procedures as well as on leasing and
service contract management and processes.
The CFO is responsible for the maintenance and
development of reporting processes and defining
and implementing control measures. Control
measures include guidelines, matching, management
reviews and reporting on deviations. The CFO
monitors compliance with defined processes and
controls. He also monitors the reliability of financial
reporting.
The Board of Directors approves Martelas
strategy and annual operating plans. It also approves
the principles and rules of risk management, and
monitors on a regular basis the effectiveness
and sufficiency of the internal control and risk
management. Furthermore, the Board is responsible
for the internal control of the financial reporting
process.
Auditors and other external controllers assess
the control measures in terms of the reliability of
financial reporting.
Risk management and internal audit
Martelas Board of Directors has confirmed
the principles of risk management. The purpose
of risk management is to identify, monitor and
manage risks that could pose a threat to business
and to the achievement of business objectives.
Group management has supreme operational
responsibility for risk management policy.
In the Group, risks are analysed and decisions
are made to manage these risks as a part of the
regular monitoring carried out by the Board and
the management teams as described above. Risks
are also evaluated when planning and making
MARTELA ANNUAL REPORT 2025 65
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
decisions on significant projects and investments.
Risk management is integrated with the strategy
process as a separate stage of analysis and as part
of the process of drawing up annual action plans.
There is no separate risk management organisation,
but the associated responsibilities are assigned in
line with the rest of the business operations and
organisation. The companys Board of Directors has
included an annual review of risk management in its
schedule of work.
Taking into consideration the nature and
scope of Martelas business, the company has not
considered it appropriate to form a separate internal
audit function. The internal control is carried out
in the form of controls in business processes, and
the company will either make its own or, if
necessary, conduct separate internal audit
reports with external experts.
Risks
In accordance with Martelas risk management
model, risks are classified and prepared for in
different ways. The manufacture of Martelas
products is largely based on the company
performing the final assembly and using
subcontractors for components. Production control
is based on orders placed by customers, which
means that there is no need for any large-scale
warehousing. Risks of damage are covered by
appropriate insurance policies, and these provide
comprehensive coverage for property, business
interruption, supplier interruption loss and loss
liability risks. Martela uses the services of an
external insurance broker to manage insurance
matters. The services of an external partner are
also used in legal matters. The responsibility
perspectives regarding the supply chain are
discussed as part of the annual responsibility
report. Finance risks are discussed in the notes
to the financial statements.
Management, remuneration, benefits
and incentive plans
Information on management remuneration and
the impact on the result for the financial year can
be found in the notes to the financial statements
and in the remuneration report, which can be found
on the companys website.
Principles regarding related party
transactions
Martela Oyj follows the recommendations of
the Corporate Governance Code 2025 issued by
the Securities Market Association. The Companys
related party transactions policy is adopted by
the board of directors that also has the monitoring
and supervision responsibility regarding related
party transactions.
The up-to-datedness of the related party list is
monitored at least on an annual basis. The Chief
Financial Officer of the Company is responsible for
determining the related parties of the Company and
maintaining the related party list.
Insider administration
Martela complies with the Guidelines for Insiders
issued by Nasdaq Helsinki Ltd. In addition, Martelas
Board of Directors has confirmed specific insider
guidelines for the company to complement Nasdaq
Helsinki Ltd’s Guidelines for Insiders.
The company has defined as permanent insider
persons who work at Martela Group and who have
access to all inside information concerning Martela
due to their position or task. The information
in the permanent insider list is not public. In
addition to the permanent insider list, non-public
project-specific insider lists shall be established,
if necessary, as defined in Nasdaq Helsinki Ltd’s
Guidelines for Insiders. Permanent insiders are not
entered into the project-specific insider lists.
The persons discharging managerial
responsibilities, other permanent insiders and
persons participating in preparing of financial
reports of the company must not trade in Martelas
financial instruments prior to the publication of an
interim report and financial statement release of
the company. The length of the closed period is
30 days at Martela.
Martela discloses inside information that directly
concerns Martela or its financial instrument as
soon as possible, unless the conditions for delay of
disclosure of inside information are met. Martela
has defined an internal process in order to evaluate
and disclose the inside information and to monitor
and evaluate the duration and the conditions for
the delay. Martela continuously monitors the
situation to ensure that the conditions for the delay
are met and the company has the ability to publicly
disclose the information immediately in the case of
a data leakage.
In accordance with MAR, Martela has an
obligation to disclose transactions with Martelas
financial instru¬ments conducted by persons
discharging managerial responsibilities at the
company and persons closely associated with them.
The obligation to disclose transactions applies
to the following persons discharging managerial
responsibilities at Martela:
Members of Martelas Board of Directors and CEO,
and
Members of Martela Group’s Management Team.
Transactions between companies in the Martela
Group conducted by persons discharging managerial
responsibilities at Martela and persons closely
associated with them are monitored. In 2025 there
were no other material related party transactions.
MARTELA ANNUAL REPORT 2025 66
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Board of Directors
Johan Mild
CHAIRMAN OF THE BOARD
Born in 1974, M.Sc. (Accounting)
Member of the Board since 2020
Chairman of the Board since 2021
Other key duties:
CEO, Plugit Finland Oy
Chairman of the Board, Luotea Oyj
Does not own any company shares.
Eero Martela
BOARD MEMBER
Born in 1984, M.Sc. (Tech.)
Member of the Board since 2015
Other key duties:
Managing partner, Finland,
Columbia Road Oy
Owns 6,710 Martela Oyj A shares and
1,073 K shares.
Hanna Mattila
BOARD MEMBER
Born in 1972, D.Sc. (Tech.)
Member of the Board since 2022
Other key duties:
Director of Turku Urban Research
Programme, University of Turku
Owns 1,600 Martela Oyj K shares.
MARTELA ANNUAL REPORT 2025 67
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Jan Mattsson
BOARD MEMBER
Born in 1966, M.Sc. (Architecture), KHT
Royal Institute of Technology
Member of the Board since 2019
Other key duties:
Head of AFRY Architects Stockholm
Owns 6,759 Martela Oyj A shares.
Jacob Kragh
BOARD MEMBER
Born in 1970, M.Sc.
(International Business)
Member of the Board since 2024
Other key duties:
CEO, Quooker Nederland B.V.
Does not own any company shares.
Anni Vepsäläinen
BOARD MEMBER
Born in 1963, M.Sc. (Tech.)
Member of the Board since 2016
Other key duties:
Member of the Board, Cinia Oy
Owns 2,000 Martela Oyj A shares.
MARTELA ANNUAL REPORT 2025 68
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Management team
Ville Taipale
CHIEF EXECUTIVE OFFICER (CEO)
Born in 1971, M.Sc. (Tech)
Joined the company and has been a member of the
management team since 2018, the CEO since 2021
Previous professional experience:
Martela Oyj, Vice President, Operations, 2018–2021
Patria Land Systems Oy, Vice President, Sourcing
and Logistics, 2015–2018 Componenta Oyj, Vice
President, Sourcing and Procurement, 2010–2015
Fiskars Oyj, Director, Sourcing Unit, 2007–2010
Nokia Oyj, Supply chain management and
development positions, 1998–2007
VTT, Researcher, 1997–1998
Owns 61,000 Martela Oyj A shares.
Henri Berg
CHIEF FINANCIAL OFFICER (CFO)
Born in 1970, M.Sc. (Econ.)
Area of responsibility: Group Finance,
Investor Relations and Legal
Joined the company and a member of
the management team since 2023
Previous professional experience:
A-Insinöörit Oy AG, CFO, 2021–2023
Sato Oyj, Head of Financial services, 2017–2021
Componenta Oyj, several managerial positions in
financial administration, 2008–2017
Stora Enso Oyj, several managerial and specialist
positions in financial administration, 1998–2008
Owns 15,000 Martela Oyj A shares.
Eeva Terävä
VP, BRAND, PRODUCTS & SERVICES
Born in 1983, M.Sc. (Regional Science) & Bachelor
of Culture and Arts (Interior Architecture)
Area of responsibility: Design & Development
Services of Work and Learning Environments
Joined the company in 2016, a member of the
management team since 2021
Previous professional experience:
Martela Oyj, Head of Workplace development,
2018–2021
Martela Oyj, Workplace Specialist, 2016–2018
Ramboll Management Consulting Oy, different roles
in research and development projects, and project
management, 2009–2016
Owns 23,613 Martela Oyj A shares.
MARTELA ANNUAL REPORT 2025 69
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Suvi-Maarit Kario
VP, HR & SUSTAINABILITY
Born in 1968, M.Soc.Sc.
Area of responsibility: HR, Sustainability and
internal communication
Joined the company and a member of
the management team since 2023
Previous professional experience:
Puro Tekstiilihuoltopalvelut Oy, HR Director,
2020–2023
HKScan Oyj, Head of Talent Management & Senior
HR Manager 2018–2020
GS-Hydro Oy, VP, HR and Sustainability, 2012–2017
Alstom Finland Oy, Country HR Director, 2010–2012
Destia Oy, Manager, Strategic HR, 2007–2010
Finnlines Oyj, Human Resources Development
Manager, 1997–2007
Owns 1,500 Martela Oyj A shares.
Kimmo Hakkala
VP, SALES AND MARKETING
Born in 1971, M.Sc. (Agric.)
Area of responsibility: Group Customers, Sales
and Marketing in Finland, Sweden & Norway and
international dealer Network
Joined the company and a member of
the management team since 2023
Previous professional experience:
Berner Oy, Business Unit Director, 2013–2022
Fiskars Finland Oy Ab, Sales and Marketing
Director, 2007–2013
Kemira Grow-How Oyj, Business and Marketing
Manager, 2001–2007
Kesko Oyj, Product Manager, 1996–2001
Owns 11,538 Martela Oyj A shares.
Kalle Sulkanen
VP, OPERATIONS
Born in 1978, M.Sc. (Tech.)
Area of responsibility: Group Sourcing, Production,
Removal Services, Product Development,
Sustainability, Logistics and Quality Control
Joined the company and a member of
the management team since 2022
Previous professional experience:
Peab AB, Head of Procurement, 2020–2022 YIT Oyj,
Procurement Director, 2019–2020
AB Enzymes GmbH / Roal Oy, Head of Procurement,
2017–2019
Componenta Oyj, Sourcing Director and managerial
positions, 2011–2017
Nokia Oyj, Development Manager positions in
supply chain, 2001–2011
Owns 13,555 Martela Oyj A shares.
MARTELA ANNUAL REPORT 2025 70
MARTELA 2024 CEO’S REVIEW OPERATING ENVIRONMENT FINANCIAL STATEMENTS GOVERNANCE
Information for shareholders
Annual General Meeting
The Annual General Meeting of Martela Oyj will
be held on Wednesday 8 April 2026 at 2 p.m. at
Itämerentori 2, 00180 Helsinki (conference center
Valla).
A shareholder, who has the right to participate in
the Annual General Meeting and whose shares are
registered on his/her Finnish book-entry account,
may participate in the Annual General Meeting by
way of remote access. Shareholder participating via
remote access to the Annual General Meeting has
voting right and speaking right during the Annual
General Meeting. Instructions for shareholders
are presented in this notice under section C
(Instructions for the participants in the General
Meeting) and on the Companys website www.
martela.com/about-us/about-martela/investors
The names of shareholders wishing to attend
the meeting should be entered in the share-holder
register at Euroclear Finland Ltd no later than 25
March 2026 and the shareholder should register
by email to agm@innovatics.fi, by post to Innovatics
Oy, Yhtiökokous / Martela Oyj, Ratamestarinkatu
13 A, 00520 Helsinki, or on the website of the
Corporation https://www.martela.com/about-us/
about-martela/investors no later than April 1, 2026
at 4 p.m.
Payment of dividends
The Board of Directors proposes to the Annual
General Meeting that no dividend would be paid for
the financial year 1 January 2025 – 31 December
2025.
Publication of financial information
Martela Corporations financial information in 2026
will be published as follows:
• January–March (Q1) Financial Review
on Tuesday May 12, 2026
• JanuaryJune (H1) Half-Year Report
on Wednesday August 12, 2026
• January–September (Q3) Financial Review
on Wednesday November 11, 2026
Financial reports are available in Finnish and English
on the companys website (www.martela.fi and
www.martela.com). Annual reports are available
on the companys website in pdf format. After
published, stock exchange releases are available on
the companys website, where you can find all stock
exchange releases in chronological order
Contacts
FINLAND
Martela Oyj
Miestentie 1
02150 Espoo
Tel. +358 10 345 50
www.martela.com
Kidex Oy
Savikontie 25
82500 Kitee
Tel. +358 10 345 7211
www.kidex.fi
Muuttopalvelu Grundell Oy
Tikkurilantie 146
01530 Vantaa
Tel. +358 10 480 4200
www.martela.com/fi/palvelut/
toteutuspalvelut/muuttopalvelut
SWEDEN
Martela AB
Storgatan 49A
57132 Nässjö
Tel. +46 380 37 19 00
www.martela.com/sv
NORWAY
Martela AS
Drammensveien 130
0277 Oslo
Tel. +47 23 28 38 50
www.martela.com/no
POLAND
Martela Sp. z o.o.
ul Geodetów 156
05-500 Józefosław
www.martela.com
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