ANNUAL REPORT
2024
| 3
CONTENTS
| 4
NOHO
NoHo Partners Plc is a Finnish group established in 1996, and it
specialises in restaurant services being the creative innovator of the
Northern European restaurant market. The company was listed in
Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant
company, and it has continued to grow strongly throughout its history.
The Group companies include some 300 restaurants in Finland,
Denmark, Norway and Switzerland. The well-known restaurant concepts
include Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace,
Löyly, Friends & Brgrs, Campingen, Cock’s & Cows and Holy Cow!.
Depending on the season, NoHo Partners employs approx. 2,800
people converted into full-time employees, and in 2024, company’s
turnover amounted to approx. MEUR 430. NoHo Partners’ vision is to
be the leading restaurant operator in Northern Europe.
WWW.NOHO.FI/EN
PARTNERS
IN
A
NUTSHELL
NORDIC HOSPITALITY PARTNERS
NORDIC
•
Our future growth market is Northern Europe, where we want to be the leading
restaurant operator through international investment activities
•
Our name represents globally renowned Nordic quality and sustainability
HOSPITALITY
•
We want to expand beyond the conventional restaurant business, and be involved in all
stages of the restaurant experience
•
Digitalisation enables offering increasingly comprehensive experiences
PARTNERS
•
The partner model is the cornerstone of all operations and our key competitive
advantage – it commits the entrepreneurs of our restaurants and helps to create
meaningful brands
•
Our partners' valuable local expertise and experience combined with the benefits of
scale of a large company, create the preconditions for our success in various target
markets
Restaurants
238
Restaurants
24
Cities
30
Cities
7
Restaurants
18
Restaurants
17
Cities
4
Cities
13
| 5
THE
YEAR
2024
IN
FIGURES
94%
Employee satisfaction
(employee survey 08/2024)
2,800
Employees
(FTE)
EUR
0.46
Dividend**
2.4
Net debt ratio*
9.7%
EBIT margin
MEUR
41.5
EBIT
14.7%
Turnover growth
MEUR
427.1
Turnover
* The ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability.
** The Board of Directors’ proposal to the Annual General Meeting to be held on 9 April 2025.
| 6
REVIEW
BY
THE
CEO
“Turnover and EBIT to a record driven by
the best last quarter of all times.”
Jarno Suominen, CEO
| 7
The fourth quarter of 2024 was the best quarter in NoHo’s history. Turnover increased by
12% and profitability was excellent at 12.6%. I also consider the full-year EBIT margin of
9.7% to be an excellent achievement in a challenging market environment, and I am
satisfied with the profitability levels in both business segments. All of our professional and
committed employees and restaurant operators are to thank for this success. Our partner
model, combined with the economies of scale, management model and operational
excellence of a large company, creates sustainable and profitable growth despite the
softness of the market.
The challenges that have long been tormenting the restaurant market are gradually starting
to subside, and a cautious recovery was seen towards the end of the year. In the long term,
there is considerable potential in the Finnish restaurant market in particular as restaurant
culture develops and becomes more European, while the generational change is bringing an
increasing amount and more active customers to restaurants.
The fourth quarter of the year is traditionally the busiest season, and it was also reflected in
the successful business and event sales. However, the challenges facing consumer
purchasing power continued to be reflected in the business of nightclubs in particular.
During the review period, we strengthened our market share in Finland by acquiring a
majority stake in H5 Ravintolat Oy, which includes eight restaurants in Tampere.
The year 2025 has also started actively. After the review period, we announced an
acquisition of Wanha Satama's restaurant business in Helsinki. This supports the
company’s already strong portfolio of event venues, adding more capacity and diversity.
Openings have already been confirmed for this year in Helsinki, Tampere and Jyväskylä. In
addition, the company will carry out concept changes at selected sites.
The Better Burger Society subgroup, which operates in the premium burger market,
increased its turnover to MEUR 80 while maintaining excellent profitability. In addition to
Friends & Brgrs Jumbo, which opened in January 2025, the aim is to open five units in
Finland this year. Six new Holy Cow! restaurants will open in Switzerland during the
financial period. With the new openings, the number of restaurants will increase to
approximately 60. In line with BBS’ strategy, the acceleration of growth will be continued in
the current operating countries, with the aim of geographical expansion in the near future.
In Denmark, the profitability of the business was at an excellent level and the portfolio
creates a sustainable basis for future growth. The packaging material supplier Triple Trading
acquired during the financial period continued profitable growth and is a good example of
synergistic investments that support the core business in line with the strategy. In Norway,
we fell short of our expectations as the challenges of the nightclub business burdened
profitability during the review period.
The new Group-wide financing agreement concluded in the fourth quarter frees up capital
for growth investments and the payment of growing dividends through a lighter amortisation
programme. With the new financing agreement and falling reference interest rates, the
company’s cost of financing are expected to decrease significantly in the coming years. The
financing agreement also makes it possible to achieve the long-term target set for debt,
according to which the company’s objective is to lower the ratio of net debt to operational
EBITDA, adjusted for IFRS16 lease liabilities, to approximately two.
In accordance with the dividend policy and long-term financial targets, the company aims to
distribute an annually growing dividend. The Board of Directors proposes to the Annual
General Meeting that a dividend of EUR 0.46 per share be paid for the financial year 2024
(2023: 0.43).
We are starting from a good position towards the goals we have set for the strategy period
2025–2027. We have defined clear long-term numerical targets for our Finnish business,
and we aim for profitable growth and the creation of shareholder value in international
business. For the financial period 2025, we expect the profitability of the Finnish business
operations to remain at the current good level and the Group’s earnings per share to
increase.
“The fourth quarter of 2024 was the best
quarter in NoHo’s history.”
Jarno Suominen
CEO
| 8
STRATEGY
AND
VISION
STRATEGY FOR 2025–2027
During the new strategy period, the Group continues strong and profitable growth in Finnish
restaurant and entertainment market and accelerates the international growth with being an
active investor in the international restaurant market.
FINANCIAL TARGETS 2025
The Group estimates that, during the financial year 2025, the EBIT margin of Finnish
operations will remain at the current good level, and the Group’s earnings per share will
increase.
LONG-TERM FINANCIAL TARGETS 2025–2027
●
and to maintain the current good level of EBIT margin.
●
value.
●
EBITDA, adjusted for IFRS 16 lease liability, to the level of approx. 2
●
| 9
OUR VISION IS TO BE THE LEADING RESTAURANT OPERATOR IN NORTHERN EUROPE
UNIQUE OPERATING MODEL AS A COMPETITIVE ADVANTAGE
The company has a unique operating model that combines strong local brands and concepts with great dining experiences. Significant benefits of scale, decades of experience, operational
excellence and responsible operating practices create a recipe for success for profitable growth in the future. The entrepreneurial partner model and corporate culture are key competitive
advantages of the company, also in international markets.
Local brands and consumer
concepts
Operational expertise
Unique acquisition model
and experience
Significant scalability
benefits
and synergies
Entrepreneurial partner
model and corporate culture
Sustainable practices and
good governance
| 10
BUSINESS
SEGMENTS
NoHo Partners is a growth company with approximately 300 restaurants and entertainment
venues in Finland, Norway, Denmark and Switzerland. Strong brands offer memorable
experiences for everyday life and special occasions 24 hours a day. The offering covers the
entire spectrum of restaurants, from fast food to fine dining, sauna experiences to gaming
venues and pubs to nightclubs. In addition, our event venues host meetings, seminars,
private celebrations and other events.
NoHo Partners' business consists of two business segments, which are reported separately,
and which are further divided into business areas. The
Finnish operations
business areas: restaurants, entertainment venues and fast food restaurants. The
international business
DEVELOPMENT OF GROUP TURNOVER 2006-2024
TURNOVER DISTRIBUTION 2024
Finnish operations
MEUR 298.2
International business
MEUR 128.9
Our portfolio of some 300 restaurants includes several well-known restaurant brands, among others
| 11
BUSINESS
HIGHLIGHTS
Q1-Q4
2024
Q1 2024
●
ownership in Eezy Plc
●
the company’s Board of Directors
that he will step down from the role
of CEO
Q2 2024
●
of EUR 0.43 per share shall be paid
for financial year 2023
●
strategy and long-term financial
targets for years 2025–2027 in the
Capital Markets Day held in May
●
packaging material supplier Triple
Trading as part of international
investment activities based on the
new strategy
Q3 2024
●
appointed Jarno Suominen as CEO
of NoHo Partners Plc as of 1
September 2024.
●
structure of its Executive Team to
accelerate the implementation of its
new strategy. At the same time,
Maria Koivula was appointed as the
Deputy CEO.
●
The BBS subgroup renewed its own
financing agreement, separate from
the company’s other financing.
Q4 2024
●
long-term financing agreement that
supports the achievement of growth
targets for the strategic period
●
of the business operations of H5
Ravintolat Oy (8 restaurants in
Tampere)
●
The company set two daily sales
records and broke the monthly sales
record in November. Last quarter
was the best Q4 of all times.
| 12
SUSTAINABILITY
IN
2024
73.0
customer satisfaction
(NPS)
approx.
70
partners
2,800
employees
(FTE)
56%
employees
under 30 years
old
carbon footprint
89,058
t CO
2
e
55%
females
45%
males
94%
job satisfaction
over
100
supplier contract
partners
14.5
million
customer visits
33%
employee
turnover
176
accidents
| 13
INFORMATION
FOR
SHAREHOLDERS
FINANCIAL REPORTING AND ANNUAL GENERAL MEETING 2024
NoHo Partners Plc publishes financial reports for 2025 as follows:
•
Interim report for 1 January–31 March 2025 on Tuesday 6 May 2025
•
Half-year report for 1 January–30 June 2025 on Tuesday 5 August 2025
•
Interim report for 1 January–30 September 2025 on Tuesday 4 November 2025
NoHo Partners Plc's Annual General Meeting is planned to be held on Wednesday 9 April
2025.
PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING ACTIONS TO BE TAKEN
REGARDING THE PROFIT OF THE PARENT COMPANY
NoHo Partners Plc’s distributable assets on 31 December 2024 were EUR 105,940,945.62,
of which the share of the financial period’s result is EUR 11,224,968.82.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 9 April 2025 that, a dividend of EUR 0.46 (0.43) per share will be paid based on the
adopted balance sheet of the financial period ending on 31 December 2024.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.15 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2025. The payment date proposed by the Board of Directors for this
instalment is 15 May 2025.
The second instalment of EUR 0.15 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 7 August 2025. The payment date proposed by the Board of
Directors for this instalment is 14 August 2025.
The third instalment of EUR 0.16 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 6 November 2025. The payment date proposed by the Board of
Directors for this instalment is 13 November 2025.
At the time of the financial statements on 31 December 2024, the total number of shares
was 21,009,715.
| 14
BOARD OF
DIRECTORS’ REPORT
| 15
BOARD
OF
DIRECTORS’
REPORT
KEY FIGURES 2022 - 2024
MEUR
2024
2023
2022
Turnover
427.1
372.4
312.8
Operational EBITDA
51.3
44.7
41.6
EBIT
41.5
35.9
31.6
EBIT, %
9.7
9.7
10.1
Result of the financial period
14.9
10.4
4.9
Earnings per share for the review period
attributable to the owners of the company,
EUR
0.54
0.38
0.07
Earnings per share adjusted by entries
related to Eezy Plc shares, EUR
0.60
0.73
0.56
Interest-bearing net liabilities excluding
IFRS 16 impact
125.3
134.6
121.0
Gearing ratio excluding IFRS 16 impact, %
110.1
116.2
135.1
Ratio of net debt to operational EBITDA
excluding IFRS 16 impact
2.4
3.0
2.9
Adjusted equity ratio, %
28.2
29.7
29.1
Material margin, %
74.8
75.2
75.3
Personnel expenses, %
32.3
32.5
33.2
The calculation formulas for key figures are presented on page
BUSINESS MODEL
NoHo Partners Plc is a Finnish group established in 1996, and it specialises in restaurant
services being the creative innovator of the Northern European restaurant market. The
company was listed in Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant
company, and it has continued to grow strongly throughout its history. The Group
companies include some 300 restaurants in Finland, Denmark, Norway and Switzerland.
The well-known restaurant concepts include Elite, Savoy, Teatteri, Sea Horse, Stefan’s
Steakhouse, Palace, Löyly, Friends & Brgrs, Campingen, Cock’s & Cows and Holy Cow!.
Depending on the season, NoHo Partners employs approx. 2,800 people converted into full-
time employees, and in 2024, company’s turnover amounted to approx. MEUR 430. NoHo
Partners’ vision is to be the leading restaurant operator in Northern Europe.
The company’s business model combines scale benefits gained from growth and size
together with an entrepreneurial operational model and an up-to-date data-driven
management approach.
MARKET ENVIRONMENT
The business outlook for the tourism and restaurant sector was challenging during last year
but started gradually improve towards the end of the year. The group expects the business
outlook to improve and the recovery of customers’ purchasing power to continue during
2025 in accordance with external economic forecasts. The group continues to take active
measures to prepare for potentially rapid changes in the market situation by actively
monitoring operational efficiency and pricing, using centralised procurement agreements
and engaging in regular dialogue with suppliers and other partners. In the long term, the
restaurant market is expected to develop positively and the growth is expected to continue.
In a normal operating environment, most of the profits in the restaurant business are made
during the second half of the year due to the seasonality of the business. The demand for
restaurant services is according to company’s evaluation less susceptible to cyclical
fluctuations compared to other service and retail industries. The group’s size and versatile
portfolio protect it from the strongest fluctuations.
| 16
STRATEGY IMPLEMENTATION
During the review period, the company focused on its core business in Finland and
strengthened its market share by acquiring the majority of the business operations of H5
Ravintolat Oy in Tampere. The challenges of the restaurant market are gradually starting to
subside, and cautious recovery was already seen towards the end of the year. The
company estimates in line with the economic forecasts that the economic outlook shall
improve and the recovery of customer purchasing power to continue during 2025, which
supports the return to the growth path towards the targets defined in the strategy for 2025–
2027.
The growth of Better Burger Society, which operates in the growing European premium
burger market, continued. In addition to the Friends & Brgrs Jumbo, which opened in
January, the aim is to open five new units in Finland in 2025. In Switzerland the company
will open six new Holy Cow! restaurants during the financial year.
The Danish packaging material supplier Triple Trading, acquired as part of international
investment activities, continued its profitable growth during the review period. The first
group-level synergies will actualize in the first half of 2025.
NoHo Partners’ Board of Directors appointed Jarno Suominen as CEO of NoHo Partners
Plc as of 1 September 2024. At the same time, the Company strengthened the structure of
its Executive Team . The broader composition of the Executive Team supports the
company’s ambitious growth targets as well as operational development. Maria Koivula was
appointed as the Deputy CEO.
During the review period NoHo Partners entered into a new financing agreement for the
group. The lighter amortisation schedule frees up capital for growth investments and paying
a growing dividend. With the new financing agreement and declining interest rates, the
company’s financial expenses are expected to decrease significantly in the coming years.
In addition to the group’s financing agreement the BBS subgroup renewed during the review
period its own financing agreement, separate from the company’s other financing. The
agreement enables pursuing the growth targets of the BBS subgroup in its current markets
Finland and Switzerland according to the strategy. At the same time, BBS subgroup
explores opportunities for geographical expansion in the near future.
During the strategy period 2025–2027 the group aims in Finnish operations to achieve a
turnover of approx. MEUR 400 and to maintain the current good level of EBIT margin. In
international business, the target is profitable growth and creating shareholder value. In the
long-term, the company aims to decrease the ratio of net debt to operational EBITDA,
adjusted for IFRS 16 lease liability, to the level of approx. 2 and to distribute annually
increasing dividend.
NoHo Partners’ strategic focus areas for 2025–2027 are:
•
Profitability accelerating growth
o
Efficient capital allocation and profit
o
Growth in Finnish operations and international growth through investment
activities
•
Strengthening the balance sheet
o
Controlled debt level
o
Decreasing financial expenses
o
Improving equity ratio
•
Increasing dividend
The core of the company’s strategy is on profitable growth, which sets a clear framework on
the acquisition targets. Growth is not pursued too aggressively at the expense of
profitability.
SIGNIFICANT EVENTS OF THE REPORTING PERIOD
Q1 2024
The company divested its ownership in Eezy Plc
In January, NoHo Partners divested its shareholding in Eezy Plc (5,052,856 shares) at a
price of EUR 1.425 per share. The share price differed from the price per share at the
closing date 31 December 2023 (1.67) by EUR 0.245 per share. The sales loss of MEUR
1.2 resulting from the changes in fair value was recorded in the financial expenses of the
income statement in January 2024. As a result of the completed arrangement, the net
liabilities decreased by MEUR 7.2.
The Board of Directors of NoHo Partners Oyj has resolved on a directed share issue
without payment to the company’s key employees based on the share-based
incentive plan
On 28 February 2024, NoHo Partners announced that the Board of Directors of the
company resolved on a directed share issue without payment to the CEO of the company
and to the deputy of the CEO in order to pay the delayed earned reward for the third earning
period that ended on 31 March 2023 of the long-term share-based incentive plan. The share
issue resolution was based on the authorization given by the Annual General Meeting on 19
April 2023. A total of 34 037 new shares were issued without payment in the share issue
related to the share-based incentive plan. As a result of the share issue the total number of
shares in NoHo Partners Oyj is 21 009 715. The new shares were registered with the Trade
Register on 4 March 2024. The new shares are admitted to trading on the official list of
Nasdaq Helsinki Ltd.
| 17
NoHo Partners’ CEO Aku Vikström leaved the company
On 20 March 2024, NoHo Partners announced that the CEO of the company Aku Vikström
had informed the company’s Board of Directors that he will step down from the role of CEO.
Vikström was announced to start in his new role at the latest on 1 September 2024. Until
then, he was announced to continue in his role as the CEO of NoHo Partners. The Board of
Directors initiated a search for his successor.
Q2 2024
Decisions by NoHo Partners Plc's Annual General Meeting
NoHo Partners Plc’s Annual General Meeting (AGM) was held on 10 April 2024 in Tampere.
The meeting adopted the Financial Statements, the Board of Directors’ Report and the
Auditor’s Report for the year 2023, and discharged the members of the Board of Directors
as well as the CEO from liability for the financial year 2023. In addition, the AGM made an
advisory decision on the adoption of the Remuneration Policy and the Remuneration Report
for the governing bodies. The decisions of the Annual General Meeting were disclosed with
a stock exchange release on 10 April 2024 and are available at the company’s website.
According to the decision by the AGM, the first instalment of the dividend of EUR 0.14 per
share was paid on 16 May 2024. The second instalment of EUR 0.14 per share was paid on
15 August 2024 and the third instalment of EUR 0.15 per share on 14 November 2024.
Composition of NoHo Partners’ Audit Committee and Remuneration Committee
On 24 April 2024 NoHo Partners announced that the Board of Directors of the company has
decided the composition of the Audit Committee and the Remuneration Committee. Kai
Seikku was elected as Chairman and Petri Olkinuora and Timo Mänty as members of the
Audit Committee. Timo Mänty was elected as Chairman and Maarit Vannas and Timo Laine
as members of the Remuneration Committee.
NoHo Partners updated its strategy and long-term financial targets for the strategy
period 2025–2027
On 21 May 2024 NoHo Partners announced that the Board of Directors of the company has
approved the company’s strategy and long-term financial targets for the strategy period
2025–2027. Financial targets for the strategy period 2025–2027 are turnover of approx.
MEUR 400 and maintaining the current good level of EBIT margin in Finnish operations,
profitable growth and creating shareholder value in International Business, distributing
annually increasing dividend and decreasing the ratio of net debt to operational EBITDA
excl. IFRS 16 impact to the level of approx. two. The Group’s updated strategy focuses on
profitability accelerating growth, strengthening the balance sheet and increasing dividend.
NoHo Partners presented its updated strategy and long-term financial targets at the Capital
Markets Day on 22 May 2024.
Q3 2024
Jarno Suominen was appointed as CEO of NoHo Partners as of 1 September 2024
On 6 August 2024 NoHo Partners announced that Board of Directors of the company has
appointed Jarno Suominen CEO of NoHo Partners Plc as of 1 September 2024.
Changes in NoHo Partners Plc’s Executive Team
On 27 August 2024 NoHo Partners announced that it has strengthened the structure of its
Executive Team to accelerate the implementation of its new strategy. The broader
composition of the Executive Team supports the company’s ambitious growth targets as
well as operational development. At the same time, Business Director Maria Koivula was
appointed as the Deputy CEO. When the new structure entered into force, the operation of
the separate Executive Team of Finland ceased.
With the changes, as of 1 September 2024 the Executive Team is as follows:
Jarno Suominen, CEO, Chairman of the Executive Team
Maria Koivula, Deputy CEO
Jarno Vilponen, CFO
Anne Kokkonen, HR Director
Benjamin Gripenberg, Director, International business
Tanja Suominen, Director, Food restaurants
Paul Meli, Director, Entertainment venues
Rainer Lindqvist, Commercial Director
Henri Virlander, Sales Director
Pauli Kouhia, Chief Procurement Officer
Q4 2024
NoHo Partners entered into a new financing agreement on 11 October 2024
NoHo Partners entered into a new long-term financing agreement. The target of the
agreement is to support achieving the growth targets set for the strategic period 2025–2027.
The new agreement entered into force on 11 October 2024.
EVENTS AFTER THE REPORTING PERIOD
NoHo Partners’ Board of Directors resolved to establish a performance share plan for
the key employees of the company
After the reporting period, NoHo Partners’ Board of Directors resolved to establish a
performance share plan for the key employees of the company. The new performance share
plan contains three earning periods between 1 January 2025 and 31 December 2028. After
the first earning period a maximum amount of 275,000 Noho Partners Plc’s shares can be
paid as reward to the key employees based on achieving growth goals essential to the
business of the company as determined by the Board of Directors. The reward criteria set
for the first earning period are based on the profitability of the company's business. The
incentive plan will cover 10 people in the first earning period.
| 18
TURNOVER AND INCOME
In January–December 2024, the Group’s turnover increased by 14.7% to MEUR 427.1 (372.4). Operational EBITDA was MEUR 51.3 (44.7) and increased by 14.7% compared to the
corresponding period in the previous year. EBIT was MEUR 41.5 (35.9) with an EBIT margin of 9.7% (9.7%). The result for the period was MEUR 14.9 (10.4). During the comparison period, BBS
transaction cost adjusted operational EBITDA was MEUR 46.3, EBIT MEUR 37.5 and EBIT margin 10.1%. The result adjusted by entries related to Eezy Plc shares and BBS transaction costs
was MEUR 16.2 (19.3).
The company was able to balance the effects of inflation on its business, among other things, through centralised purchasing agreements, and the general rise in prices did not significantly
affect the material margin. With the effective operational control and revenue growth, personnel costs have remained at a competitive level.
BUSINESS SEGMENTS
NoHo Partners' business consists of two business segments, which are reported separately:
•
Finnish operations
•
International business
The business segments are divided into business areas for which turnover and number of units are reported. The Finnish operations include three business areas: restaurants, entertainment
venues and fast food restaurants. The international business includes three business areas: Norway, Denmark and Switzerland. The business of the one Swedish unit is managed from Denmark
and it is reported as a part of Denmark’s business area.
FINNISH OPERATIONS
MEUR
2024
2023
Turnover
298.2
292.6
Operational EBITDA
35.3
35.6
EBIT
30.4
30.7
EBIT, %
10.2
10.5
Material margin, %
76.2
75.5
Personnel expenses, %
32.6
32.7
In January–December 2024, the turnover increased by 1.9% to MEUR 298.2 (292.6) compared to the previous year. Operational EBITDA was MEUR 35.3 (35.6). EBIT was MEUR 30.4 (30.7)
with an 10.2% (10.5%) EBIT margin.
| 19
INTERNATIONAL BUSINESS
MEUR
2024
2023
Turnover
128.9
79.7
Operational EBITDA
16.1
9.1
EBIT
11.1
5.3
EBIT, %
8.7
6.6
Material margin, %
71.4
73.9
Personnel expenses, %
31.5
31.7
In January–December 2024, turnover increased by 61.6% from the previous year to MEUR
128.9 (79.7). Of the turnover increase, MEUR 30.4 is explained by the expansion into
Switzerland from 1 September 2023. Operational EBITDA was MEUR 16.1 (9.1). EBIT was
MEUR 11.1 (5.3) with an 8.7% (6.6%) EBIT margin.
| 20
TURNOVER BY BUSINESS AREA
FINNISH OPERATIONS
2024
2023
Restaurants
Turnover, MEUR
140.2
133.9
32.8
36.0
4.7
-
Units at the end of period, number
105
106
Entertainment venues
Turnover, MEUR
103.8
109.1
24.3
29.3
-4.8
-
Units at the end of period, number
79
73
Fast food -restaurants
Turnover, MEUR
54.2
49.6
12.7
13.3
9.2
-
Units at the end of period, number
54
55
Total, MEUR
298.2
292.6
Units total, number
238
234
INTERNATIONAL BUSINESS
2024
2023
Norway
Turnover, MEUR
41.2
40.4
9.6
10.8
1.9
-
Units at the end of period, number
24
23
Denmark
Turnover, MEUR
39.6
24.3
9.3
6.5
63.1
-
Units at the end of period, number
18
17
Switzerland*
Turnover, MEUR
48.1
15.1
11.3
4.0
219.1
-
Units at the end of period, number
17
16
Total, MEUR
128.9
79.7
Units total, number
59
56
*Included in Group figures from 1 September 2023
During the financial year, 19 new restaurants were opened and 12 restaurants were closed.
| 21
CASH FLOW, INVESTMENTS AND FINANCING
The Group’s operating net cash flow in January–December was MEUR 75.0 (71.1). Cash flow
before change in working capital was MEUR 100.2 and changes in working capital MEUR
0.7.
The investment net cash flow in January–December was MEUR -13.1 (-27.4) including MEUR
7.2 of cash flow from the sale of Eezy Plc shares. Among ordinary maintenance investments
acquisition of tangible and intangible assets in January–December included opening
investments of new restaurants such as NoName Bar & Nightclub opened in Helsinki,
Pyynikin Brewhouse opened in Jyväskylä and three new Friends & Brgrs restaurants opened
in Espoo, Kouvola and Pori.
Financial net cash flow amounted to MEUR -58.4 (-37.5), including the loan withdrawals of
MEUR 119.9 related to the new financing agreement of Noho Partners Plc and BBS subgroup
as well as payments of MEUR 116.4 related to the old financing agreement and other
amortisations. The commercial paper program was matured in the end of 2024 and there are
repayments of MEUR 10.0 included in the cash flow. Financial net cash flow also includes
amortisations of MEUR 39.9 (34.2) of IFRS 16 lease liability payments and dividend and other
profit distribution of MEUR 10.2 (10.1).
The Group’s interest-bearing net liabilities excluding the impact of IFRS 16 liabilities
decreased during January–December by MEUR 9.3 and amounted to MEUR 125.3 at the end
of the review period. The Group’s gearing ratio excluding the impact of IFRS 16 liabilities
decreased from 116.2% at the beginning of the financial period to 110.1 %.
Adjusted net finance costs in January–December excluding the entries related to Eezy Plc
shares were MEUR 22.1 (17.0). IFRS 16 interest expenses included in adjusted net finance
costs in January–December were MEUR 10.0 (8.7).
CHANGES IN GROUP STRUCTURE
The significant acquisitions and divestments of subsidiaries and business operations, as
well as the changes in minority shares during the financial year are presented page
.
The newly established companies during the financial year are presented on page
RESEARCH AND DEVELOPMENT
The company does not engage in any actual research activities. The company's development
activities mainly consist of developing new restaurant concepts and the further development of
existing concepts.
| 22
PERSONNEL
Key figures describing the personnel of the
parent company
2024
2023
2022
Average number of employees
172
200
158
Salaries and fees for the financial period
9.7
11.0
8.0
Key figures describing the personnel of the
Group
2024
2023
2022
Average number of employees
2,060
2,041
1,891
Full-time personnel
1,373
1,380
1,211
Part-time personnel converted into full-time
personnel
687
661
680
Salaries and fees
93.0
79.1
66.0
During January–December 2024, NoHo Partners Group employed on average 1,373 (1,380)
full-time employees and 687 (661) part-time employees converted into full-time employees
as well as 403 (396) rented employees converted into full-time employees.
Depending on the season, some 2,800 people converted into full-time employees work at
the Group at the same time under normal circumstances.
GOVERNANCE
NoHo Partners Plc complies with the Finnish Corporate Governance Code adopted by the
Securities Market Association. Additional information on the company’s governance principles
is available in the Corporate Governance Statement for 2024, which will be published as a
part of this Annual Report.
Annual General Meeting 2024
NoHo Partners Plc’s Annual General Meeting, held on 10 April 2024, adopted the financial
statements for 2023 and discharged the company’s management from liability for the 2023
financial year. The AGM decided that, based on the balance sheet adopted for the 2023
financial year, a dividend of EUR 0.43 per share will be paid at the time of dividend payment
on shares owned by external shareholders.
The dividend was paid in three instalments. The first instalment of EUR 0.14 per share was
paid to a shareholder who was registered in the company’s shareholder list maintained by
Euroclear Finland Ltd on the dividend record date 8 May 2024. The payment date for this
instalment was 16 May 2024.
The second instalment of EUR 0.14 per share was paid to a shareholder who was registered
in the shareholder register of the Company maintained by Euroclear Finland Ltd on the
dividend record date 8 August 2024. The payment date for this instalment was 15 August
2024.
The third instalment of EUR 0.15 per share was paid to a shareholder who was registered in
the shareholder register of the Company maintained by Euroclear Finland Ltd on the dividend
record date 7 November 2024. The payment date for this instalment was 14 November 2024.
In accordance with the proposal made by the Nomination and Remuneration Committee, the
AGM decided that the number of members of the Board of Directors shall be six. The AGM
resolved that Timo Laine, Mika Niemi, Petri Olkinuora, Kai Seikku, Timo Mänty and Maarit
Vannas shall be elected as members of the Board of Directors for a term of office ending at
the close of the Annual General Meeting 2025. Timo Laine was elected as Chairman of the
Board and Timo Mänty as Vice-Chairman of the Board. In addition, the AGM made an
advisory decision on the adoption of the Remuneration Policy and the Remuneration Report
for the governing bodies.
The AGM authorised the Board of Directors to decide upon the purchase of a maximum of
800,000 of the company’s own shares in one or several tranches using the company’s
unrestricted equity. The maximum amount of the shares to be purchased is equivalent to
approximately 3.8% of all the shares and votes of the company calculated using the share
count on the publication date of the notice of the AGM.
The AGM authorised the Board of Directors to decide on the issuance of shares and/or option
rights or other special rights entitling to shares in one or more tranches. Under the
authorisation, a maximum total of 3,000,000 shares may be issued, corresponding to
approximately 14.3% of all of the company’s registered shares calculated using the share
count on the publication date of the notice of the AGM.
The organization, management and auditors of the company
During 2024, members of Noho Partners Plc’s Board of Directors were Timo Laine
(Chairman), Petri Olkinuora, Mika Niemi, Kai Seikku, Maarit Vannas (as of 10 April 2024),
Timo Mänty (Vice Chairman, as of 10 April 2024), Mia Ahlström (until 10 April 2024) and Yrjö
Närhinen (until 10 April 2024).
The auditors for the parent company and the Group were Ernst & Young Oy with APA Juha
Hilmola as the responsible auditor.
The company’s CEO was Aku Vikström until 31 August 2024 and Jarno Suominen as of 1
September 2024. At the end of 2024, in addition to the CEO, the Group Executive Team
included Deputy CEO Maria Koivula, CFO Jarno Vilponen, HR Director Anne Kokkonen,
Director of International Business Benjamin Gripenberg, Director of Food Restaurants Tanja
Suominen, Director of Entertainment Venues Paul Meli, Commercial Director Rainer Lindqvist,
Sales Director Henri Virlander and Chief Procurement Officer Pauli Kouhia.
| 23
SHARE AND SHAREHOLDERS
NoHo Partners Plc has one series of shares where all shares carry an equal right to
dividends. One share equals one vote at the general meeting. The share has no nominal
value.
At the end of the 2024, NoHo Partners Plc’s share capital totalled EUR 150,000 (150,000) and
the total number of shares was 21,009,715 (20,975,678). The company did not hold any
shares in NoHo Partners Plc at the end of the financial period.
According to the list of shareholders, the company had 11,559 (10,953) shareholders on 31
December 2024.
The company’s ten largest shareholders on 31 December 2024
Shareholder
Number of
shares
%
Laine Capital Oy*
5,262,844
25.1
Niemi Mika Rainer
2,236,789
10.7
Veikko Laine Oy
2,131,433
10.1
Evli Finnish Small Cap Fund
901,000
4.3
Evli Finland Select Fund
573,624
2.7
Ilmarinen Mutual Pension Insurance Company
471,500
2.2
Pimu Capital Oy
300,000
1.4
Elo Mutual Pension Insurance Company
271,566
1.3
Varma Mutual Pension Insurance Company
271,566
1.3
JS-Resta Oy**
249,347
1.2
Total
12,669,669
60.4
* Entity controlled by Board member Timo Laine
** Entity controlled by the member of the Executive Team Jarno Suominen
On 31 December 2024, members of the Board of Directors, the CEO, the Deputy CEO and
members of the Group Executive Team as well as entities over which they exercise control
held a total of 8,550,800 shares, which corresponds to 40.7% of the shares issued by the
company.
Distribution of shareholding on 31 December 2024
Number of shares
Shareholders
Shares
Number
%
Number
%
1 - 100
5,777
50.0
235,145
1.1
101 - 1 000
4,984
43.1
1,730,582
8.3
1 001 - 10 000
717
6.2
1,912,107
9.2
10 001 - 100 000
61
0.5
1,704,576
8.2
100 001 - 1 000 000
16
0.1
4,032,924
19.4
> 1 000 000
4
0.0
11,143,347
53.7
Total
11,559
100.0
20,758,681
98.8
Nominee-registered shares total
251,034
1.2
Issued number
21,009,715
100.0
Sector
Shareholders
Shares
Number
%
Number
%
Corporate
407
3.5
10,097,819
48.6
Financial and insurance institutions
17
0.1
4,032,114
19.4
Households
11,127
96.3
6,517,795
31.4
Non-profit institutions serving
households
8
0.1
110,953
0.5
Total
11,559
100.0
20,758,681
98.8
Nominee-registered shares total
251,034
1.2
Issued number
21,009,715
100.0
RELATED PARTY TRANSACTIONS
In 2024, NoHo Partners Plc, the parent company of NoHo Partners Group has granted EUR
93.4 (109.2) million in financial loans to Group companies. The parent company’s MEUR
12.0 (9.0) bank guarantee limit related to leases also includes lease guarantees for the
Group subsidiaries. The related party transactions of the Group are described on page
| 24
ASSESSMENT OF RISKS AND UNCERTAINTIES RELATED TO THE COMPANY’S OPERATIONS
The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners’ business, financial results and future outlook over the next 12 months.
The table describes the risks as well as measures to prepare for them and minimise them.
Geopolitical situation
The uncertain geopolitical situation may have an impact on the company’s market environment. For the time being, the company does not see
a significant impact on demand in its operating countries.
The rise in the general cost level caused by the prevailing global situation has an impact on the company’s business. To mitigate the impact,
the company has prepared for increasing raw material prices, for example, through the centralisation of purchase and sales agreements as
well as price increases.
General financial situation and changes in
customer demand
The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power
and corporate sales. The business outlook for the tourism and restaurant sector and consumer confidence have been weakened by the
uncertain geopolitical climate and the general increase in costs and interest rate. Demand for restaurant services has, however, remained at a
good level.
Inflation and weakening consumer purchasing power and confidence constitute a risk to the development of NoHo Partners’ turnover and cash
flow. The adaptation of operating costs and the ability to mount an agile response to changes in customer demand are the key factors for the
company to influence the development of turnover and EBIT.
Liquidity risk
The Group’s financing needs will be covered by optimising working capital and through external financing arrangements so that the Group has
sufficient liquidity or unwithdrawn committed credit arrangements at its disposal. The operational monitoring and management of liquidity risk
are centralised in the Group’s finance department, where the sufficiency of financing is managed based on rolling forecasts.
Unexpected legislative amendments related to the company’s business, might have a negative effect on the company’s liquidity.
Financial risks
The Group strives to assess and track the amount of funding required by the business, for example by performing a monthly analysis of the
utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid
assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through
sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial
institutions and forms of financing, when necessary. Market interest rates may have a negative impact on the company’s financial expenses.
Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as
the availability, price and other terms and conditions of financing.
Amendments to legislation
Changes in regulations governing the restaurant business in the Group’s various markets may have a negative impact on the Group’s
operations. Regulatory changes concerning, for example, alcohol, food and labour laws and value-added taxation may affect the company’s
business.
| 25
Rent level development
Business premises expenses constitute a significant share of NoHo Partners’ operating expenses. The Group’s business premises are
primarily leased, so the development of the general level of rents has a significant impact on the Group’s operations.
Labour market situation and labour supply
The availability of skilled part-time labour particularly during high seasons and on the weekends can be seen as an uncertainty factor, that may
affect the company’s business operations.
Goodwill write-off risk
The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in case the Group’s
expected future cash flows decline permanently due to external or internal factors.
PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING ACTIONS TO BE TAKEN
REGARDING THE PROFIT OF THE PARENT COMPANY
NoHo Partners Plc’s distributable assets on 31 December 2024 were EUR 105,940,945.62,
of which the share of the financial period’s result is EUR 11,224,968.82.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 9 April 2025 that, a dividend of EUR 0.46 (0.43) per share will be paid based on the
adopted balance sheet of the financial period ending on 31 December 2024.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.15 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2025. The payment date proposed by the Board of Directors for this
instalment is 15 May 2025.
The second instalment of EUR 0.15 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 7 August 2025. The payment date proposed by the Board of
Directors for this instalment is 14 August 2025.
The third instalment of EUR 0.16 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 6 November 2025. The payment date proposed by the Board of
Directors for this instalment is 13 November 2025.
At the time of the financial statements on 31 December 2024, the total number of shares
was 21,009,715.
PROFIT GUIDANCE AS OF 12 FEBRUARY 2025
NoHo Partners estimates that, during the financial year 2025, the EBIT margin of Finnish
operations will remain at the current good level, and the Group's earnings per share will
increase.
FINANCIAL TARGETS FOR THE STRATEGY PERIOD 2025–2027
The company’s long-term guidance is as follows:
In Finnish operations the group aims to achieve a turnover of approx. MEUR 400 and to
maintain the current good level of EBIT margin. In international business, the target is
profitable growth and creating shareholder value. In the long-term, the company aims to
decrease the ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability, to
the level of approx. 2 and to distribute annually increasing dividend.
| 26
KEY
FIGURES
DESCRIBING
THE
FINANCIAL
POSITION
AND
NET
INCOME
Key figures describing the financial position of the parent company (FAS)
MEUR
2024
2023
2022
Turnover
40.2
44.8
41.9
EBIT
7.4
5.2
0.6
18.4
11.7
1.4
Return on equity %
10.7
-4.7
2.6
Equity ratio %
39.3
37.7
42.9
Key figures describing the financial position and net income of the Group
MEUR
2024
2023
2022
Turnover
427.1
372.4
312.8
Material margin
309.7
279.9
235.5
74.8
75.2
75.3
EBIT
41.5
35.9
31.6
9.7
9.7
10.1
Balance sheet total
582.9
576.4
453.2
Return on investment %
9.2
9.3
8.6
Return on equity %
14.2
11.0
6.5
Equity ratio %
17.7
18.6
18.2
Gearing ratio %
331.1
326.4
353.1
Gearing ratio % excluding IFRS 16 impact
110.1
116.2
135.1
Personnel expenses, %
32.3
32.5
33.2
Net cash from investing activities
13.1
27.4
16.4
The calculation formulas for key figures are presented on page
Share-based key figures
2024
2023
2022
Earnings per share, undiluted, EUR
0.54
0.38
0.07
Earnings per share, diluted, EUR
0.53
0.37
0.07
Equity per share, EUR
3.82
3.72
3.61
Dividend per share, EUR *
0.46
0.43
0.40
Dividend/EPS, %
85.4
113.8
546.5
Effective dividend yield, %
5.8
5.0
6.0
Price to earnings ratio (P/E)
14.74
22.86
91.67
Share price 31 December, EUR
7.94
8.64
6.71
Average share price, EUR
7.86
8.16
7.51
Highest share price during the financial period, EUR
9.00
9.60
8.60
Lowest share price during the financial period, EUR
6.92
6.57
5.70
Market capitalisation, EUR million
166.8
181.2
138.9
Volume of trading during the financial period
3,024,634
2,799,219
3,211,768
Share turnover, %
14.4
13.4
15.8
MEUR
2024
2023
2022
Adjusted average number of shares during the
financial period
21,006,879
20,864,459
20,297,862
Adjusted number of shares on 31 December
21,009,715
20,975,678
20,699,801
* Proposal by the Board of Directors for the financial year 2024 to the Annual General Meeting to be
held on 9 April 2025.
| 27
SUSTAINABILITY
STATEMENT
| 28
SUSTAINABILITY
STATEMENT
The Corporate Sustainability Reporting Directive (CSRD) is a European Union regulation
that entered into force on 1 January 2024. The aim of the Directive is to increase
transparency in non-financial reporting and provide different stakeholders with information to
support decision-making on key factors related to or affecting sustainability in an
undertaking’s strategy, business model and value chain. The sustainability statement
describes how exposed the undertaking is to key impacts, risks and opportunities. The
sustainability report must be implemented in accordance with the European Sustainability
Standards Collection (ESRS) and the scope and timing of financial reporting are applied to
it. NoHo Partners will report in accordance with the Directive for the first time in connection
with the financial statements for 2024.
1. GENERAL DISCLOSURES
1.1. General basis for preparation of the sustainability statement
The sustainability statement has been prepared at Group level. It covers all subsidiaries,
units and functions and is therefore consistent with the consolidated financial statements.
NoHo Partners operates in the restaurant industry. Its major business groups include
restaurants, entertainment venues and fast food restaurants. There were no changes in the
business groups during the reporting period. The company's markets and customer groups
consist of consumer markets and B2B customers in Finland, Denmark, Norway and
Switzerland. NoHo Partners employed an average of 3,453 people during the year,
distributed by country of operation as follows:
Country
Number of employees
(head count)
Finland
2,221
Norway
658
Denmark
284
Switzerland
281
The total number of NoHo Partners’ employees in countries with 50 or more employees representing at
least 10 per cent of the total number of employees.
The information in the sustainability statement has been reviewed with regard to the entire
value chain of the company to the extent that the information has been available publicly or
from NoHo Partners’ own sources. This approach ensures that the report reflects the entire
scope and impact of the company. Exemptions allowing the exclusion of information have
been used if the information is not available, the collection of information is in progress or
related information (e.g. intellectual property, know-how, innovation) cannot be disclosed.
NoHo Partners’ value chain consists of the following parties:
Category
Parties
Partner network
Contract partners (food and beverage products, furniture), transport
companies, packaging manufacturers, lessors, energy companies,
waste companies, educational institutions
Workforce
Own workforce, temporary staff
Owners
Shareholders, majority shareholders, partners
Customers and
consumers
Take-away product platforms, packaging manufacturers, transport
companies, tourism, customers and consumers.
The key parties in the upstream value chain are
contractual partners
downstream value chain
customers and consumers
. The company uses both internal and
external resources to develop its operations. Key business relationships include
relationships with procurement partners, temporary staffing companies and lessors. NoHo
Partners’ production inputs consist of food and beverage products. The operating methods
related to their gathering, developing and securing are based on the maintenance and
development of an extensive procurement partnership network and a diverse restaurant
portfolio. The company’s outputs are diverse food and drink experiences for its customers.
The outputs for investors and other stakeholders are based on profitable growth.
There are no direct sustainability-related targets or references in the company's strategy.
Sustainability targets related to significant products and services, markets, customer and
stakeholder groups and geographical areas will be defined once data has been collected for
at least three reporting years.
Stakeholder views and interests have been taken into account as part of the management
and analysis of sustainability matters. The stakeholders engaged included customers, the
Board of Directors, procurement partners, personnel, temporary staffing companies,
investors, analysts, owners, educational institutions, industry associations and lessors. The
consultation was carried out using an online survey. The stakeholder consultations collected
| 29
during the materiality assessment process have not been used in the preparation of the
strategy or business model, but the stakeholder views have been brought to the attention of
the Board of Directors, management and the Audit Committee. In addition, the company has
identified the challenges posed by climate change and the results of the materiality analysis.
During the next three reporting years, the company will refine its reporting, particularly with
regard to its strategy and business model, describing how NoHo Partners will respond to
these challenges.
The company’s business model takes into account the interests, views and rights of the
workforce, value chain, customers and end-users as well as other key stakeholders,
including respect for human rights. NoHo Partners’ Code of Conduct defines the operating
methods within the company and in relation to customers, partners, the value chain and
society. The guidelines are based on NoHo Partners’ values, the UN Declaration of Human
Rights, Sustainable Development Goals (SDGs), the International Labour Organization’s
(ILO) Fundamental Principles and Rights at Work and the laws and guidelines related to the
company’s activities.
NoHo Partners has met the minimum disclosure requirements set by the European
Sustainability Reporting Standards (ESRS) based on available information about its policies,
actions, metrics and targets. With this approach, the company has ensured comprehensive
and consistent reporting that provides stakeholders with a clear view of the sustainability
policies, their implementation, impacts, and target setting and monitoring.
1.2. Disclosures in relation to specific circumstances
The following definitions and circumstances have influenced the preparation and results of
the sustainability statement. Taking these into account helps to assess the reliability and
relevance of reporting.
Estimates related to metrics and level of accuracy of results
The sustainability statement includes metrics that are partly based on industry-specific
average data and the methodologies used by partners. Estimates and measurement
uncertainties are particularly related to the overall result of emissions calculations, the
calculation of wastage and temporary personnel metrics. Uncertainty is managed by using
reliable public sources and by cooperating with reputable partners.
●
emissions
accounting
sources, and the factors used are partly averages. The estimates and factors are
based on the partner’s methodology. The measurement uncertainty is due to the
accuracy of the factors used in emissions accounting and the fact that the
accounting has been carried out on a sample basis. The background data used as
the basis for the accounting has been collected from a sample of both the number
of restaurants and a time-limited sample, and the results of the sample have been
generalised to the entire Group according to a predefined methodology. The
uncertainty is reduced by the fact that the partner specialises in the sector’s
emissions accounting.
●
Estimates and measurement uncertainty for wastage calculation:
NoHo Partners
does not have centralised and standardised monitoring of the amount of wastage
in kilogrammes for the entire Group. Instead, wastage is monitored primarily
through financial key figures, such as sales margin by sales group. The company’s
event venues hold an eco-compass certificate, which requires monitoring food
wastage.
●
temporary
workforce
reporting period and is based on the working time system and hourly reporting
metrics. The working time system has been used to calculate the monthly number
of all temporary employees identified in the system and report their average during
the year. The reported number being an estimate is due to the fact that not all
workers have been identified in the working time system.
As this is the first time a sustainability statement was prepared in this scope, changes to
previous periods cannot be assessed. During the first two reporting periods, the aim is to
gain experience with the directive and its requirements. The aim is to create a plan and
develop processes that improve the accuracy and reliability of the sustainability statement.
The assumptions and decisions made in the measurements are documented for future
development. If errors are detected in the statement, their nature and corrective measures
will be reported.
Regulatory and standard information
The report does not deviate from the ESRS standards or apply other sustainability reporting
standards or legislation. NoHo Partners will not refer to other official company information.
Definition of medium-term and long-term
The sustainability statement follows the ESRS 1 medium-term (1 to 5 years) and long-term
(more than 5 years) time horizons. Assessments of the impacts of material sustainability
matters over different time horizons have only been provided when it has been possible to
reasonably determine the impacts.
| 30
1.3. The role of the administrative, management and supervisory bodies
The company's administrative, management and supervisory bodies are composed of a
diverse group of professionals whose activities play a key role in the management and
monitoring of sustainability matters and whose expertise and experience of the company's
industries, products and geographical markets match the needs of the company. The
Group’s operating countries mainly have their own executive teams, the members of which
have knowledge of their geographical area.
Compositions and management processes
The composition and structure of the Group Executive Team have changed during the
reporting period. On 1 September 2024, the Group Executive Team expanded from four to
ten members. Both Finnish and international business activities are represented in the new
Executive Team. In addition, the Group has local Executive Teams in the countries where it
operates, the members of which are familiar with the specificities of their respective
markets.
The Board of Directors consists of six members and has two committees: the Audit
Committee and the Remuneration Committee. In the new composition of the Group
Executive Team, the proportion of women is 30% (3/10) and the proportion of men is 70%
(7/10). The gender diversity of the Board of Directors is 17% women (1/6) and 83% men
(5/6). 67% (4/6) of the Board of Directors are independent. The Group’s supervisory bodies
do not have workers' representatives, but the workers’ representatives are part of the
personnel development group, which deals with personnel-related matters and decisions.
The duties of the members of the Board of Directors and the Audit Committee have been
determined taking into account the individual’s responsibility and competence, and each
individual is appointed separately. The members of the Board of Directors are not
responsible for tasks directly related to executive management. The Audit Committee is
responsible, among other things, for ensuring that the financial statements, including the
sustainability statement, are prepared in accordance with the law and for regularly
consulting the sustainability team on the impacts, risks and opportunities of material
sustainability matters.
Control of sustainability efforts
The Executive Team defines the goals of sustainability efforts, monitors their achievement
together with the Audit Committee and develops the activities. The ESG team (Financial,
Human Resources and Procurement Director) is responsible for the development,
implementation and preparation of the sustainability statement. The head of the ESG team
reports to both the Executive Team and the Audit Committee. The CEO reports to the Board
of Directors. The Board of Directors’ Audit Committee is responsible for monitoring impacts,
risks and opportunities in accordance with its charter, but no specific controls have been
defined. The members of the Audit Committee (as of April 2024) are Kai Seikku, Petri
Olkinuora and Timo Mänty. Risk points related to the monitoring of impacts, risks and
opportunities
measures is decided.
Competence and experience
The expertise of the administrative, management and supervisory bodies plays a significant
role in the monitoring of sustainability matters. The Executive Team has assessed the
competence needs in sustainability matters and, if necessary, used specialists. The head of
the ESG team has strengthened their competence by participating in the Chamber of
Commerce’s sustainability training. The company has no internal expertise in reporting and
emissions accounting, so external sustainability experts have been used to support the
management and the ESG team in emissions accounting, reporting and the management of
food wastage in the event venues.
Information provided to administrative, management and supervisory bodies
Sustainability matters discussed by the administrative, management and supervisory bodies
have emerged during the reporting period on the basis of the double materiality
assessment. The material impacts, risks and opportunities have been described in the
double materiality assessment. This ensures that all key sustainability aspects will be taken
into account in the company’s strategic and operational decision-making.
The identification and assessment process has been approved by the Audit Committee.
Impacts, risks and opportunities are discussed consistently in the meetings of different
bodies, such as the Executive Team, Board of Directors and Audit Committee. In these
meetings, decisions are made on measures to manage the identified risks and exploit the
identified opportunities. During this reporting period, no compromises have been considered
by the governance, management and supervisory bodies regarding impacts, risks or
opportunities.
All policies related to material sustainability matters are based on NoHo Partners’ ESG
programme, which is available on the company’s website. The workbook based on the ESG
programme is available to employees on the internal communications platform. During this
reporting period, the company has not committed to any separate third-party standards or
initiatives and has not engaged any stakeholders in the preparation of the Code of Conduct.
The company’s Board of Directors is responsible for implementing and monitoring the Code
of Conduct and is the highest responsible party in all sustainability matters. In other
respects, the administrative, management and supervisory bodies are informed of
sustainability matters as necessary during the reporting period. The regular rhythm of
information sharing will be specified in more detail after the first reporting period. This
procedure ensures that the members of the bodies receive up-to-date and sufficient
information for the performance of their duties.
| 31
Sustainability-related incentive and remuneration schemes
NoHo Partners has no sustainability-related incentive or remuneration schemes for
members of administrative, management or supervisory bodies, and their performance is
not assessed in relation to any sustainability targets. The company regularly reviews its
remuneration system and ensures that any changes are approved and updated
appropriately. The Remuneration Committee is responsible for the development of the
remuneration systems.
1.4. Statement on sustainability due diligence
The due diligence process for the company’s sustainability statement is under development
and no measures have been established. Over the next three reporting years, the aim is to
describe the process aspects and stages of the sustainability statement and integrate them
into the wider due diligence process of the company.
1.5. Risk management and internal controls over the sustainability statement
Risk management related to sustainability reporting is based on continuously surveying and
assessing risks and is part of the measures aimed at safeguarding business activities.
According to the ESG team's assessment, the risks related to the reporting process include
sufficient resources and sufficient expertise for preparing the report and ensuring the
reliability and accuracy of the data. At the latest after the third reporting period in 2027, the
company will include the risk assessment related to the preparation of the sustainability
statement as part of its other internal risk management and assessment processes.
Measures to mitigate risks will be integrated into the wider risk management system of the
company. This ensures that all relevant measures are handled consistently with other
functions and processes within the company.
The company’s internal control and auditing processes are described in the annual report.
With regard to sustainability reporting, the process proceeds as follows:
●
official sources used.
●
reliability of the data.
●
●
This process ensures that all stages of reporting are transparent and under control. Findings
regarding potential risks related to the preparation of sustainability reporting are regularly
reported to the administrative, management and supervisory bodies.
2. DOUBLE MATERIALITY ASSESSMENT
Materiality assessment is a key part of ESRS-compliant sustainability reporting. It aims to
identify sustainability-related impacts, risks and opportunities that are significant to the
company. The assessment has been carried out from two perspectives: How the company's
operations affect people and the environment, and the financial risks and opportunities that
ESG themes may pose to the financial position, results and cash flows of the company. The
assessment takes into account the impacts of the business model, the company's own
operations and, in particular, the upstream and downstream value chain over different
periods. Both systemic and individual impacts have been identified in sustainability matters.
Based on the assessment, NoHo Partners has selected the sustainability matters that are
material and the company reports on them in accordance with the ESRS standards.
Sustainability matters have not been taken into account in the company’s strategy. The
impacts on the strategy and the resilience of the business model related to material
sustainability matters will be analysed after three reporting periods at the latest, once
sufficient data has been collected. Sustainability targets related to significant products and
services, markets, customer and stakeholder groups and geographical areas will be defined
by 2027.
The material sustainability matters have been identified using the ESRS* topic list, which is
a comprehensive list of ESG themes. The identification also takes into account other
industry- and entity-specific topics when they are not covered by the ESRS. Two themes,
the appeal and retention of the sector and political dialogue, have been added to the list of
topics. Other material sustainability matters emerge from the ESRS topic list.
*The topical ESRS standards are E1 Climate change, E2 Pollution, E3 Water and marine resources, E4
Biodiversity and ecosystems, E5 Circular economy, S1 Own workforce, S2 Workers in the value chain,
S3 Affected communities, S4 Consumers and end-users, G1 Business conduct
Materiality assessment with regard to business conduct
Material impacts, risks and opportunities for business conduct have been identified based
on the following criteria
:
●
Location: NoHo Partners has locations in several countries; Finland, Norway,
Denmark, Switzerland and Sweden. The restaurants are located in different cities.
The relevance of these locations is assessed based on their impact on local
communities and the environment
.
●
services. They have a direct impact on the customer experience and the local
economy. The company regularly assesses the impacts of its operations and
strives to continuously improve its services.
| 32
●
as economic cycles and changing customer preferences. The company identifies
these risks and opportunities by analysing industry trends and the competitive
situation.
●
independently but in cooperation. This structure enables flexible response to
market changes and efficient risk management.
The impact of the value chain on risks and opportunities covers all stages from the sourcing
of raw materials to the delivery of the end product to the customer. Different impacts, risks
and opportunities can arise at each of these stages.
Sourcing raw materials can expose the company to disruptions in its supply chain, such as
natural disasters or political unrest. This can lead to delivery delays and increased costs. On
the other hand, responsible and sustainable sourcing practices can improve the reputation
of the company and reduce risks.
For example, there may be quality issues, labour availability issues or environmental
impacts in production processes. On the other hand, efficiency improvements, innovations
and the adoption of new technologies, for example, can reduce costs and improve
competitiveness.
Distribution and logistics can involve, for example, transport delays, fluctuations in fuel
prices or the unreliability of logistics partners. At the same time, optimising distribution
channels, working with trusted partners and opening up new markets, for example, can
create new opportunities. Risks related to customer service include deterioration in
customer satisfaction or damage to brand reputation. Opportunities may arise from
improving the customer experience, increasing customer loyalty and developing new
services.
2.1. Methodology
Materiality assessment is a key part of ESRS-compliant sustainability reporting. The
purpose of the assessment is to identify and assess the most significant impacts, risks and
opportunities of the company's operations and their materiality in the sustainability
statement. The results of the assessment form the basis for reporting and help to ensure
that the reporting focuses on material sustainability matters. The assessment process of the
company complies with ESRS requirements and serves as the basis for sustainability
reporting disclosure requirements
The materiality assessment process is now based for the first time on the ESRS standard,
and no double materiality assessment based on the methodology has been carried out
before. However, the working process itself has remained unchanged: The sustainability
team regularly reviews material sustainability matters at its meetings. The assessment is
based on evidence, operational impacts of the business and financial impacts. As a rule, the
materiality assessment is reviewed in connection with business strategy updates, but
updates can also be made at other times if necessary. The impact and risk identification,
assessment and management processes will be included as part of the comprehensive risk
management and management process. A more detailed description of the assessment
process and its implementation will be defined after the first three reporting periods for 2027.
The double materiality assessment has been carried out in accordance with the
ESRS’s
three-stage guidelines
. The assessment covers the company’s operations (food,
entertainment and fast food restaurants) and geographical areas (Finland, Norway,
Denmark, Switzerland), business relationships and stakeholder impacts, and aims to identify
and prioritise key sustainability matters as a basis for reporting. Particular attention has
been paid to activities and business relationships with procurement partners, temporary
staffing companies and lessors, which form an essential part of the undertaking’s value
chain.
1.
information about the upstream and downstream value chain, as well as key business
relationships and stakeholders. This description was prepared based on the
discussions of the sustainability team.
2.
operations on people and the environment, as well as the financial risks and
opportunities associated with the company. The identification was based on the ESRS
topic list, which was supplemented with the company’s own topical themes. The
process consisted of discussions between the sustainability team and management,
the use of research data and related articles and reports, and the consultation of
stakeholders through online surveys. The stakeholders consulted included customers,
the Board of Directors, procurement partners, personnel, temporary staffing
companies, investors, analysts, owners, educational institutions, industry associations
and lessors. General and detailed information sources were used to draw
conclusions. General sources of information include the verbal assessment of the
ESG team (double materiality assessment working meetings), relevant legislation at
general level (e.g. requirements of food legislation by product and industry, Working
Hours Act) or information found on websites (e.g. Climate Panel, Finnish Food
Authority, National Institute for Health and Welfare). The detailed level refers to a
designated document (e.g. the Ministry of Economic Affairs and Employment, Tourism
and Restaurant sector carbon roadmap; UN Guiding Principles on Business and
Human Rights), a study (e.g. TAT Youth Future Report 2022; Finnwatch 2024,
Emissions from kitchens, climate work by large operators in the restaurant industry) or
an article (e.g. MaRa Ry., Availability of workforce in the tourism and restaurant
| 33
industry 13 February 2023). Conclusions on the impacts of the business on
sustainability were drawn as the outcome of identification.
The sustainability due
diligence process to support assessment, prioritisation and monitoring is under
development and the aim is to integrate it into the wider due diligence process of the
company in the future.
3.
the ESRS, an undertaking should use quantitative and/or qualitative thresholds to
determine which impacts, risks and opportunities the undertaking assesses to be
material.
Assessment and scoring of impact materiality
The negative impacts of the business on the environment and people were assessed by
scoring their severity, which depends on the scale, scope and remediability of the
sustainability matter. Scale refers to the severity of the consequences that will materialise if
the sustainability matter materialises. Scope indicates the extent to which the impacts could
potentially extend. Irremediable character assesses whether and to what extent the negative
impacts can be remediated, for example, by restoring the environment or restitute the
situation of the affected people. Severity was assessed by scoring the scale, scope and
irremediable character on a scale of zero to five (0–5). The severity of the sustainability
matter is the total score of these three variables. The materiality of positive impacts was
assessed by scoring the scale and scope of the impacts as well as the likelihood according
to the scale presented above. The likelihood of negative and positive impacts was assessed
on a scale of one to five (1 unlikely–5 actual).
Thresholds
●
its severity/impact is eight (8) points or more and its likelihood is five (5) points.
●
severity/impact is eight (8) points or more and its likelihood is four (4) points.
●
the sustainability issue is material regardless of the total score.
Assessment and scoring of financial risks and opportunities
In its discussions, the team has assessed the financial risks and opportunities arising from
sustainability matters. A sustainability matter is material from the financial perspective if it
causes or can reasonably be expected to cause financial effects. The definition of financial
materiality has also been influenced by its materiality for the primary users of financial
reporting, particularly when there has been reason to assume that the exclusion of this
information could affect the decision-making of users. The assessment verbally describes
the nature of financial risks and/or opportunities (e.g. EBITDA, personnel costs) and
assesses the likelihood and magnitude of risks and opportunities on a scale of zero to five
(0–5).
Thresholds
●
more and its magnitude is four (4) points or more.
●
possible if its likelihood is four (4).
The connections of the impacts and dependencies of the company’s operations with
potential risks and opportunities have been reviewed in discussions between the
sustainability team and experts. The review identified connections with key resource needs,
procurement, quality and pricing, as well as acceptable terms and conditions for operations.
Examples of the company's dependencies and their significance:
● The majority of energy-related emissions are caused by the consumption of district
heating and electricity. As the sector produces only a small amount of energy itself,
the amount of emissions mainly depends on the production methods of purchased
energy. This makes the company highly dependent on the renewable energy
supply in the countries in which it operates. There is a risk that the supply of
renewable energy sources will not grow fast enough to meet the company’s needs,
which may slow down the achievement of its climate targets.
●
management services. In areas with insufficient recycling infrastructure, the ability
of the company to reduce waste and promote the circular economy may suffer.
●
on the availability of the company’s personnel, which can pose personnel risks,
especially during periods of high seasonal fluctuation.
NoHo Partners considers sustainability-related financial risks to be just as important as
other financial risks.
| 34
2.2. Material sustainability matters
Based on the assessment, NoHo Partners has selected the sustainability matters that are
material and the company reports on them in accordance with the ESRS standards. The
information will be processed further and missing or changing information will be
supplemented during subsequent reporting periods. The materiality of sustainability matters
was scored and sustainability matters were prioritised using the thresholds described above.
The methodology has been followed for all standards as described above. The sustainability
matters presented below emerged as material impacts, risks or opportunities.
Environmental sustainability matters
E1 Climate change
Impacts of business activities on climate change
●
Business activities have an actual negative impact on climate change
adaptation:
Climate change is the result of unsustainable activities, and the
changes it causes are serious for all humankind. It happens everywhere and
affects all companies and communities. Climate change adaptation requires NoHo
Partners to take measures, such as strengthening resilience and cooperation with
the supply chain.
●
Business activities have an actual negative impact on climate change
mitigation (climate impacts of food ingredients):
emissions are related to food production emissions (Scope 3). At its most serious,
the climate impact of food and beverage ingredients can accelerate climate
change. Climate impacts concern all countries and locations of the company.
Climate change mitigation requires NoHo Partners to take measures, such as
cooperation with the supply chain and planning the food and beverage offering.
●
Business activities have an actual negative impact on climate change
mitigation (energy):
energy consumption. The sector produces only a small amount of energy itself, so
emissions mainly depend on the production methods of purchased energy. At its
most serious, energy consumption accelerates climate change. The impacts of
energy consumption concern all of the company’s operating countries and
locations. The remediability of the impacts depends on the emissions of the energy
sector in the countries of operation and the realisation of the green transition.
NoHo Partners must reduce its energy emissions in its own operations by
improving energy efficiency and using renewable energy.
●
Energy consumption is an actual financial risk:
the electricity market are an actual financial risk that affects all operating countries
throughout the financial period. In absolute terms, the price of energy will increase
in the short term, increasing costs and affecting EBIT. The development of energy
prices also depends on the realisation of the green transition in the operating
countries. The transition to renewable energy sources may require investments
and increase the cost of energy consumption in the short and medium term. In the
long term, renewable forms of energy are likely to become more common and the
price of energy can be expected to decrease. NoHo Partners controls electricity
price fluctuations by hedging the purchase price of electricity.
●
Energy efficiency is an economic opportunity:
The cumulative effect of
everyday practices, such as saving energy (heating, cooling, lighting) and water,
improving the efficiency of product orders and developing recycling in
approximately 300 restaurants will result in an actual positive change throughout
the financial period, reducing costs and improving EBIT.
E5 Circular economy
Impacts of business activities on food wastage
●
Business activities have an actual negative impact on food wastage:
wastage and poor recycling of waste cause greenhouse gas emissions when
waste is landfilled. Food wastage affects all restaurants. The impacts require
cooperation with waste companies as well as improving recycling and resource
efficiency.
●
The generation of food waste is a financial risk:
resources (people, energy), especially when ordering food ingredients and
optimising stocks fails, and when food is produced, served and then thrown away.
When waste accumulates in approximately 300 restaurants throughout the
financial period, it has an actual impact on EBITDA. Food waste is generated
throughout the value chain, which can affect raw material prices and increase
procurement and waste management costs. The greatest impact is food waste
generated in storages. Good control of the order chain allows the company to
better assess needs, optimise purchases and minimise food waste in the storages.
●
Circular economy and resource efficiency are business opportunities
(scaling up recycling):
increase the environmental impact. Recycling restaurant furniture and leasing
kitchen furniture increase resource efficiency and generate savings. The
cumulative result of developing recycling in approximately 300 restaurants will
result in a significant positive change, reducing costs and improving EBIT.
| 35
Sustainability matters related to social themes
S1 Own workforce - working conditions
Impacts of business activities on workers’ working conditions
●
Business activities have an actual negative impact on the secure
employment of the workforce:
earnings and secure employment are common. Part-time employment
relationships are common and may affect workers’ long-term financial planning. In
tourism-dependent areas, seasonal employment is common, which can lead to
income instability and job uncertainty. Workers hired through temporary staffing
companies may lack employment security and benefits. An economic downturn is
reflected in a decrease in the use of restaurant services, which may lead to
redundancies and job losses. NoHo Partners has sufficient workforce and the
employment security of workers is currently good. The company’s business is on a
sustainable and profitable foundation, wages are partly better than the industry
average and investments are made in working time planning and working
conditions. NoHo Partners continuously develops its operations to maintain
employment security.
●
Business activities have an actual negative impact on irregular working
hours:
weekends. Irregular working hours can cause fatigue and make it difficult to plan
one's personal life. NoHo Partners offers its workers comprehensive occupational
health and well-being services and trains supervisors in shift planning. Effective
working time practices must be continuously developed.
●
Business activities have an actual negative impact on work–life balance:
Restaurant work is shift work that can cause irregular sleep rhythms and
challenges in maintaining a consistent daily routine. Working hours are irregular,
which can interfere with work–life balance, but also bring freedom to plan working
life. At its most serious, the irregularity of restaurant work can cause fatigue and
lead to the loss of work ability. NoHo Partners has processes and metrics for
planning work shifts and improving occupational safety and well-being. Effective
working time practices must be continuously developed.
●
Business activities have an actual negative impact on occupational safety
and well-being:
house and back of house. Slips, falls, burns and cuts are possible. Repetitive
tasks, heavy lifting and uncomfortable positions can cause musculoskeletal
injuries. High temperatures and noisy environments can have a long-term impact
on health. Employees may face verbal or physical aggression from customers or
colleagues. A work-related accident or workplace bullying can lead to the loss of
work ability in the most serious cases. Impacts are identified and effective practices
are continuously developed.
S1 Own workforce - equal treatment
Impacts of business activities on the equal treatment of employees
●
Business activities have a potential positive impact on pay equality:
If women
encounter obstacles to progressing in their careers and taking up management
positions or experience inequality due to pay, there is a risk of a shortage of skilled
workforce. At NoHo Partners, the gender distribution is even. The company has
more female restaurant managers than male restaurant managers, but there are
also more men in managerial positions in the kitchen. There are hardly any
differences in remuneration at the managerial level. There have been pay gaps at
management level in the past, but policies have been changed and a correction
has been made to achieve equal pay. At its best, equal pay strengthens the appeal
and retention of the company.
●
Business activities have a potential positive impact on the appeal of training
and competence development:
sector is declining, even though the employment outlook is good. NoHo Partners
can also employ workers without training in the field. The company also offers
traineeships and summer jobs for young people. As a major operator, NoHo
Partners is also involved in various projects that increase the appeal of education
and focus on competence development. By offering projects that increase the
appeal of education (summer work, employment of young people, cooperation with
educational institutions, work without education), the company also ensures the
availability of skilled labour. Interest in training is partly built through job
satisfaction, which emphasises, among other things, reasonable working hours and
safety at work, adequate pay, equal treatment, being a good employer and nice
colleagues, interesting work tasks and the use of personal competence. Wages
that are higher than the industry average can also ensure the availability of skilled
labour and interest in applying for training in the industry. Cooperation with
educational institutions improves communication and strengthens a positive
employer image.
●
Inadequate training of workers is a risk to business activities:
vocational training in the restaurant industry or the professional qualifications of
workers may not be sufficient, which increases the amount of training provided at
the workplace and increases costs. NoHo Partners trains its employees to ensure
sufficient professional skills for different tasks. Training offered at the workplace
and the NoHo Academy training platform increase personnel costs.
The
magnitude
of
the
risk
is
medium,
but
if
the
trend
continues,
the
costs
may
also
increase.
| 36
●
Business activities have an actual negative impact on the appeal and
retention of the workplace:
there is a risk of attracting and retaining workers. The sector offers a lot of part-
time work that allows flexibility but does not necessarily increase appeal or
commitment to the company. The poor appeal and retention of the restaurant
industry jeopardises the availability of labour and can, in the most serious cases,
lead to the closure of restaurants if workers cannot be recruited. NoHo Partners
does not face this risk, but the practices must be continuously developed. The
company offers flexible working hours, training, career advancement opportunities
and benefits related to well-being at work. In addition, the company has a very
attractive restaurant portfolio and pays partly above-average wages, which can
increase its appeal.
The experiences of employees affect the employer image, so
NoHo Partners must ensure that the promises made are also fulfilled in everyday
life at the workplace.
●
Poor appeal and retention of the workplace is a risk to business activities:
The restaurant industry is a low-wage sector, and there is a risk of attracting and
retaining workers. If the company is unable to hire skilled personnel, more than one
person is required to carry out a job. In addition, rapid employee turnover increases
personnel costs (recruitment costs, personnel turnover costs). NoHo Partners
offers flexible working hours, training, career advancement opportunities and
benefits related to well-being at work. In addition, the company pays partly above-
average wages, which can increase its appeal. The experiences of employees
affect the employer image, so the company must ensure that the promises made
are also fulfilled in everyday life at the workplace. Practices that strengthen the
appeal and retention of the workplace are continuously developed.
The magnitude
of the risk is medium, but if the trend continues, it may increase.
●
Business activities have an actual negative impact on bullying and
harassment in the workforce:
Each case of discrimination or harassment is
serious when it occurs. They can affect workers' health, cause personnel turnover
and lead to legal liabilities such as fines and criminal prosecution. Harassment and
bullying of varying severity can occur in all restaurants. NoHo Partners has zero
tolerance for bullying and harassment. Each incident is investigated. The company
has processes to prevent bullying and harassment, channels to facilitate
communication and protection of workers’ anonymity. Effective practices are
continuously developed.
●
Business activities have a potential positive impact on diversity:
orientation, religion, cultural differences and diversity are generally accepted in the
restaurant industry, and also at NoHo Partners. Diversity has a positive impact on
the company’s appeal and retention when different people feel that they can
identify with the workplace. Diverse work communities are part of the company’s
everyday life and corporate culture. The implementation of diversity is monitored by
means of a well-being survey and effective practices are continuously developed.
S2 Workers in the value chain
Business supply chain impacts on the working conditions and rights of workers in
the value chain
●
The supply chain of the business has a potential negative impact on the
working conditions of workers in the value chain:
unknowingly procure ingredients, products or, for example, cleaning and
maintenance services from suppliers that use child labour, forced labour or
otherwise violate labour rights, causing serious human rights violations towards
value chain workers (e.g. illegal working hours, inadequate pay, shortcomings in
occupational safety). There are isolated reports of such incidents. The company
uses well-known suppliers with comprehensive audit programs. If incidents arise,
the company reacts immediately.
●
The supply chain of the business has a potential negative impact on child
labour, forced labour, adequate housing and privacy:
NoHo Partners may
unknowingly procure ingredients, products or, for example, cleaning and
maintenance services from suppliers that use child labour, forced labour or
otherwise violate labour rights (e.g. deprivation of liberty by confiscating passports
or charging excessive housing and travel expenses compared to wages). The
company uses well-known suppliers with comprehensive audit programs. If
incidents arise, the company reacts immediately.
S4 Consumers and customers
Impacts of business activities on the privacy, health and safety of consumers and
customers
●
Business activities have a potential negative impact on customers' data
protection:
Any data protection breaches (e.g. personal data and payment
information) can, in the most serious cases, compromise the customer’s privacy
and damage the company's reputation. Incidents are very rare. Data protection is
ensured by complying with the GDPR protocol. The company also has a
designated data protection officer.
●
Business activities have a potential negative impact on the health of
customers (safe handling of food):
foodborne diseases and threaten the health of customers. The incidents are
generally minor in severity, but an individual incident may be hazardous to health
(e.g. severe allergic incident). The impact applies to all restaurants. The safe
handling of food is ensured by the self-monitoring system.
| 37
●
Business activities have a potential negative impact on the health of
customers (health hazards of alcohol consumption):
11% of total alcohol consumption, of which Noho Partners accounts for a maximum
of 1%. The company’s share of total alcohol consumption is so small that it is not
assessed to be harmful to public health, but from the perspective of an individual
consumer, high-risk alcohol use may have health effects (accidents, alcohol-
related illnesses). It is challenging to accurately estimate how many people are
exposed to health risks due to alcohol consumption specifically due to restaurants.
NoHo Partners takes the health and safety of consumers and changed consumer
habits into account by offering diverse restaurant experiences.
●
Business activities have a potential negative impact on customer safety
(harassment, drunken disorderly behaviour):
can sometimes lead to disturbances such as harassment, fights or injuries.
Incidents are generally of low severity, such as harassment and shouting, but an
individual incident can be more serious, such as a violent incident. The impact
applies to all restaurants, but is emphasised in entertainment venues. The Alcohol
Act prohibits serving alcoholic beverages to a person who is intoxicated. In
addition, the safety of customers with regard to harassment is ensured through,
among other things, appropriate safety instructions and training, a whistleblowing
channel and a harassment hotline, as well as through structural solutions, such as
lighting.
Sustainability matters related to governance themes
G1 Corporate culture
Impacts of business activities on corporate culture
●
Business activities have an actual positive impact on corporate culture:
corporate culture is created as a result of the continuous and long-term work of
every member of the organisation, and it is strengthened every day. The task of the
company’s administrative, management and supervisory bodies is to enable the
implementation of a good corporate culture. A strong corporate culture attracts and
commits employees to the company and is a prerequisite for business growth. The
company’s ability to anticipate factors that have a negative impact on corporate
culture and to manage and resolve their impacts and monitor the associated risks
is part of good corporate management practices. Based on the reputation as an
employer, customer satisfaction and the results of the well-being survey, NoHo
Partners has a positive corporate culture.
●
The supply chain of the business has a potential negative impact on
corruption and bribery:
supply chain. NoHo Partners may unknowingly procure ingredients, products or
services from suppliers that violate the law in relation to corruption and bribery.
Incidents can lead to reputational damage or legal liabilities, such as fines or
criminal prosecution. The company uses well-known suppliers and is in continuous
interaction with procurement partners with comprehensive audit programs.
Incidents are rare. The company reacts immediately if individual incidents arise.
| 38
NEGATIVE IMPACT
Scale
Scope
Impact irremediable
character
Severity
Likelihood
Climate change adaptation
4
5
3
12
Climate change mitigation (food ingredients)
4
5
3
12
Energy consumption
4
5
3
12
Work–life balance
5
5
2
12
Occupational safety and well-being
5
5
2
12
Attractiveness and retention of the workplace
5
5
2
12
Bullying and harassment
5
5
2
12
Food wastage and resource efficiency
3
5
3
11
Employment security of the workforce
3
5
2
10
Irregular working hours
3
5
2
10
Customer health (safe handling of food)
2
5
2
9
4
Customer health (health hazards of alcohol
use)
2
5
2
9
4
Customer safety (harassment, intoxicated
disorderly behaviour)
2
5
2
9
4
Working conditions of workers in the supply
chain
5
1
2
8
4
Rights of workers in the supply chain
5
1
2
8
4
Customer data protection
5
1
2
8
4
Supply chain impact on corruption and
bribery
5
1
2
8
4
| 39
POSITIVE IMPACT
Scale
Scope
Impact
Impact
Likelihood
Corporate culture
5
5
10
Appeal of training and competence
development
5
3
8
4
Equality
3
5
8
4
Diversity
3
5
8
4
FINANCIAL RISK
Character
Magnitude
Likelihood
Energy consumption
EBIT
5
5
Food wastage and resource efficiency
EBITDA, purchases
5
5
Appeal of training and competence
development
Turnover, personnel
expenses
3 - 4
5
Attractiveness and retention of the workplace
Turnover, personnel
expenses
3 - 4
5
FINANCIAL OPPORTUNITY
Character
Magnitude
Likelihood
Energy consumption (daily operating methods)
EBIT
5
5
Food wastage and resource efficiency (scaling
up recycling)
EBIT
5
5
NON-REPORTED SUSTAINABILITY
MATTERS (IMPACT)
Scale
Scope
Impact
Severity/Impact
Likelihood
The impact of the supply chain on pollution
4
2
2
8
3
The impact of the supply chain on water
consumption, water withdrawal and emissions
4
2
2
8
3
The impact of the supply chain on marine
resources
4
2
2
8
3
| 40
NON-REPORTED SUSTAINABILITY
MATTERS (IMPACT)
Scale
Scope
Impact
Severity/Impact
Likelihood
The impact of the supply chain on biodiversity
and ecosystems
4
2
2
8
3
The impact of the supply chain on ensuring
adequate food, water and sanitation in the
business area
4
2
2
8
3
The impact of the supply chain on animal
welfare
4
2
2
8
3
Ecosystems
4
2
2
8
2
Relationships with suppliers
4
2
2
8
2
Threatened species (overfishing)
3
1
3
7
4
Political engagement
2
4
6
4
The impact of the supply chain on
desertification
1
3
3
7
Adequate wages
3
3
1
7
Privacy of the workforce
4
1
2
7
Enabling quality information
4
1
2
7
Adequate housing for the workforce
2
2
2
6
Adequate housing for communities
2
2
2
6
Adequate safety for communities
2
2
2
6
Protection of whistleblowers
4
1
1
6
Social dialogue
1
4
0
5
Protection of children
3
1
1
5
| 41
NON-REPORTED SUSTAINABILITY
MATTERS (IMPACT)
Scale
Scope
Impact
Severity/Impact
Likelihood
Customer inclusion and diversity
2
1
1
4
Responsible marketing practices
2
1
1
4
Corruption and bribery
3
1
0
4
Pollution
2
1
0
3
Availability of products and services to
customers
1
1
1
3
Water resources and water quality
2
0
0
2
Water discharges
0
0
0
0
Water discharges in the oceans
0
0
0
0
Invasive alien species
0
0
0
0
Employment and inclusion of persons with
disabilities
0
0
0
0
Child labour and forced labour
0
0
0
0
Communities' land-related impacts
0
0
0
0
Communities' civil and political rights (company
and supply chain)
0
0
0
0
Customers' freedom of expression
0
0
0
0
Animal welfare
0
0
0
0
| 42
Determination of material information
The material information has been reported using the disclosure requirements of the ESRS
standards and the datapoints presented below. Material sustainability matters have been
selected on the basis of the double materiality assessment. Thresholds have been used in
the selection. The disclosure requirements have been reviewed and, based on them, it has
been decided whether the presented information supports the materiality of the
sustainability matter. In addition, transitional provisions have been applied in situations
where reliable data has not been available. Policies have been presented for all material
sustainability matters, but no targets, actions and metrics have been reported as they have
not been defined. Minimum disclosure requirements and topic-specific requirements have
been applied to the description of the policies. A material entity-specific sustainability matter,
the attractiveness and retention of the workplace, has been taken into account and
processed in the same way as other themes.
Policies, actions and targets in relation to sustainability matters
No direct targets or references to sustainability matters are included in the company's
strategy. The resilience of the company’s strategy and business model related to material
sustainability matters will be analysed after three reporting periods, once sufficient data has
been collected.
All policies related to material sustainability matters are based on NoHo Partners’ ESG
programme, which is available on the company’s website. The Code of Conduct covers all
business activities in all of the Group’s operating countries and the Board of Directors is
responsible for its implementation. NoHo Partners has not set time-bound or outcome-
oriented targets to reduce the negative impacts of sustainability matters, promote positive
impacts or manage material risks and opportunities. The company does not have a specific
target setting process in place and the progress of the targets is not monitored. The policies
will be updated, actions decided and targets set during 2025–2027.
3. ENVIRONMENT AND CLIMATE
Environmental and climate impacts, risks and opportunities have been identified and
assessed as part of the double materiality assessment process. Material sustainability
matters include climate change adaptation, climate change mitigation, energy and waste
and recycling. All policies related to material sustainability matters are based on NoHo
Partners’ ESG programme, which is available on the company’s website. This Code of
Conduct covers all business activities in all of the Group’s operating countries. The
company’s Board of Directors is responsible for the implementation of the policies.
In the reporting for 2024, anticipated financial effects related to climate and circular
economy risks and opportunities are not reported, utilising the transitional provisions.
Climate scenario analysis, taking into account the 1.5°C change, has not been
implemented. The climate resilience of the company's strategy or business model has not
been described. The resilience analysis will be carried out once data has been collected for
at least three reporting periods
EU Taxonomy
The EU taxonomy, or uniform sustainability criteria to promote green investment, is a
classification system that constitutes a list of environmentally sustainable economic
activities. In the Taxonomy Regulation, environmental sustainability is based on six
environmental objectives: climate change mitigation, climate change adaptation, the
sustainable use and protection of water and marine resources, the transition to a circular
economy, pollution prevention and control and the protection and restoration of biodiversity
and ecosystems.
Activities that significantly contribute to at least one of the objectives listed above and do not
cause significant harm to the other objectives or violate human rights, for example, are
classified as environmentally sustainable, taxonomically-aligned activities.
Companies are required to disclose information about the share of taxonomy-eligible and
taxonomy-aligned businesses of their turnover, capital expenditure and operating
expenditure. A function is reported if it is within the scope of the Regulation.
Based on an assessment made by NoHo Partners, the Group’s interpretation is that none of
its business activities are included in the currently reported taxonomy activities.
Total, MEUR
Taxonomy-
aligned, %
Taxonomy-
eligible, %
Non-taxonomy
eligible, %
Turnover*
427.1
0.0
0.0
100.0
Capital expenditure **
44.0
0.0
0.0
100.0
Operating expenditure ***
11.3
0.0
0.0
100.0
* Note 2.1 to the financial statements
** Capital expenditure includes, as defined by the Taxonomy, increases in intangible and tangible
fixed assets and right-of-use assets (leases) during the financial period (Notes 4.1, 4.2 and 4.3 on
the financial statements)
*** Operating expenditure includes, as defined by the Taxonomy, expenses related to short-term
leases (Note 4.3 to the financial statements) and expenses related to the maintenance and
renovations of fixed assets.
| 43
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities in 2024
Financial Year 2024
2024
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code
Turnover
Proportion of turnover year
2024
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-
aligned (A.1)
or eligible
(A.2)
turnover
2023
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
EUR
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy -aligned)
-
Turnover of environmentally sustainable activities (Taxonomy-
aligned) (A.1)
0.0
0
Of which Enabling
Of which Transitional
A.2 Taxonomy-Eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities)
-
Turnover of Taxonomy -eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities) (A.2)
0.0
0
Turnover of Taxonomy eligible activities (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy -non-eligible activities
427.1
100
Total
427.1
100
| 44
Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities in 2024
Financial Year 2024
2024
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code
Turnover
Proportion of turnover year
2024
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Taxonomy-
aligned
proportion of
CapEx 2024
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
EUR
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy -aligned)
-
CapEx of environmentally sustainable activities (Taxonomy-
aligned) (A.1)
0.0
0
Of which Enabling
Of which Transitional
A.2 Taxonomy-Eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities)
-
CapEx of Taxonomy -eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities) (A.2)
0.0
0
A. CapEx of Taxonomy eligible activities (A.1+A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy -non-eligible activities
44.0
100
Total
44.0
100
| 45
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities in 2024
Financial Year 2024
2024
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code
OpEx
Proportion of OpEx year
2024
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Taxonomy-
aligned
proportion of
OpEx 2023
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
EUR
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy -aligned)
-
OpEx of environmentally sustainable activities (Taxonomy -aligned)
(A.1)
0.0
0.0
Of which Enabling
Of which Transitional
A.2 Taxonomy-Eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities)
-
OpEx of Taxonomy -eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities) (A.2)
0.0
0
A. OpEx of Taxonomy eligible activities (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy -non-eligible activities
11.3
100
Total
11.3
100
| 46
Template 1: Nuclear and fossil gas related activities
Row
Nuclear energy related activities
1.
The undertaking carries out, funds or has exposures to research,
development, demonstration and deployment of innovative electricity
generation facilities that produce energy from nuclear processes with
minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and
safe operation of new nuclear installations to produce electricity or process
heat, including for the purposes of district heating or industrial processes
such as hydrogen production, as well as their safety upgrades, using best
available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of
existing nuclear installations that produce electricity or process heat,
including for the purposes of district heating or industrial processes such
as hydrogen production from nuclear energy, as well as their safety
upgrades.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or
operation of electricity generation facilities that produce electricity using
fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construction,
refurbishment, and operation of combined heat/cool and power generation
facilities using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction,
refurbishment and operation of heat generation facilities that produce
heat/cool using fossil gaseous fuels.
NO
3.1. Business impacts on climate change adaptation
Weather fluctuations can cause challenges in the availability of harvest products in the
upstream value chain. Availability challenges, in turn, can lead to price increases both
upstream and downstream in the value chain. In addition, the impacts of availability
challenges in the downstream value chain can be reflected as constraints in the food and
beverage supply. Physical risks may concern restaurant concepts which operations may be
disrupted due to sudden changes in the weather. These include terrace restaurants.
Physical risks and transition risks from climate change
A physical climate risk affecting business activities is primarily a severe change in the
weather, which can be acute in nature in the short and medium term (heavy rain, heatwave),
but in the long-term chronic changes in the weather (e.g. permanent warming or drought)
can become more common. (EU) 2021/2139) Weather fluctuations can cause challenges in
the availability of harvest products in the upstream value chain. Downstream value chain
impacts may be related to restrictions on food and beverage supply.
Transition risks are related to possible changes in legislation and their effects on customer
behaviour. In the short and medium term, transition risks from climate change may include
new regulatory requirements, such as a carbon tax or energy efficiency standards, which, if
they materialise, increase costs. Transition risks have been identified, but their likelihood,
scope or possible duration have not been assessed. NoHo Partners’ business activities are
not currently exposed to these transition risks, but if they materialise, purchase prices may
rise, which may cause a decrease in customer volumes and thereby a loss of turnover.
Constraints of the risk assessment
The following constraints apply to the assessment of physical risks and transition risks:
Potential hazards related to emissions have not been assessed. Climate scenarios, such as
the IPCC’s SSP5-8.5 scenario, have not been utilised, nor the amount of exposure,
sensitivity, the likelihood, scope or duration of the hazards have not been assessed and the
geographical location of the business activities has not been taken into account. NoHo
Partners has not defined short-, medium- and long-term impacts as part of strategic
planning or capital allocation planning. The exposure of the company’s business activities
and assets to physical or transition risks has been assessed at a general level: exposed/not
exposed. Hazards and transition risks and their business impacts have been assessed at
identification level. There is no disaggregation of the impact on assets or their expected
lifetime, strategic planning or allocation plans over different periods. Furthermore, the
company has not specified in detail those parts of the business that are incompatible with
| 47
the transition to a climate-neutral economy or require significant measures to achieve
compatibility.
Business activities have an actual negative impact on climate change adaptation
,
particularly through the climate impacts of food and beverage raw materials. Global warming
and changes in the weather affect NoHo Partners’ business and its value chain. The
impacts in the upstream and downstream values chain concern at the procurement partner
network and customers. Global warming and extreme weather events, such as heat and
heavy rainfall, can cause challenges in the availability of food and beverage raw materials
and disrupt the operation of weather-sensitive restaurants, thereby affecting customer flows.
Negative impacts on climate change are realised directly through business activities and
through business relationships.
In its own activities, NoHo Partners adapts to the effects of climate change primarily by
improving its adaptation capacity and reducing the climate impacts of its activities. The
preparedness will be strengthened by anticipating disruptions in the supply chain, utilising
the diverse restaurant portfolio and investing in the competence of the personnel.
The company’s business model requires the procurement of diverse food and beverage
ingredients. The company is a large buyer with an extensive and diverse network of
procurement partners. Provisions are made for any supply disruptions due to climate
change and risks of raw material shortages by sourcing products from different procurement
partners. NoHo Partners’ extensive restaurant portfolio and the diversity of concepts and
locations help to adapt to unexpected changes in the weather and enable the development
of a diverse restaurant offering taking into account changes in consumption behaviour. In
warm weather, terrace restaurants attract customers, while in worse weather, shopping
centre and indoor restaurants ensure the continuity of service.
No short-term effects of climate change have been identified. In the medium and long term,
the impacts may be related to challenges in the availability of raw materials and changes in
the restaurant portfolio. Changes in consumer behaviour, such as interest in new food and
beverage options, can reduce the appeal of some restaurants, but on the other hand, they
offer business opportunities in the form of new restaurant concepts.
3.2. Policies related to climate change adaptation
NoHo Partners adapts to the impacts of climate change primarily by improving its
adaptability by managing the supply chain, utilising a diverse restaurant portfolio and
investing in the competence of its personnel.
NoHo Partners is a large buyer with an extensive network of procurement partners.
Provision is made for any supply disruptions caused by climate change and risks of raw
material shortages by diversifying procurement to different suppliers and by emphasising
responsible partners and ecological choices in the procurement principles.
NoHo Partners’ business model is based on a diverse restaurant offering, which ensures
restaurant experiences for customers, taking into account the impacts of climate change.
Developing the competence of the personnel supports the restaurant’s adaptation and
preparedness for the challenges caused by climate change.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set. The
company is carrying out emissions accounting for the first time for 2024, which will form an
estimate of the current state. Since the sustainability assessment is being conducted for the
first time on this scale, the impact of operational principles on sustainability-related impacts,
risks, or opportunities is not monitored. The policies will be updated, actions decided and
targets set after three reporting years in 2027, once sufficient data has been collected.
3.3. Business impacts on climate change mitigation
The impacts of the company’s business on climate change are particularly focused on
emissions from the production of food and beverage ingredients and energy used in
restaurant operations. As part of the double materiality assessment process, NoHo Partners
screened its activities and plans to identify actual and potential future sources of
greenhouse gas emissions and causes of other climate-related impacts in its own
operations and throughout the value chain. The total greenhouse gas emissions have been
estimated by calculating them based on the GHG Protocol.
Business
activities
have
a
real
negative
impact
on
climate
change
mitigation
(climate
impacts
of
food
ingredients)
NoHo Partners’ environmental impacts are related to the procurement of food and beverage
products, the energy consumption of premises, the generation of food wastage and the
recycling of waste. Climate change mitigation concerns all business activities and the entire
value chain. The impacts in the upstream and downstream value chain concern
procurement partners and customers. Negative impacts on climate change are realised
directly through business activities and through business relationships. The largest climate
impacts are caused by the production of food ingredients, such as meat, dairy products,
cheese, rice and greenhouse vegetables (Scope 3), while packaging and logistics play a
lesser role. The impacts concern the environment. Biodiversity loss as a result of climate
change can make it more difficult to obtain raw materials and increase prices. The short-
term impacts on business have not yet been determined, as data is not yet available and
emissions accounting will be carried out for 2024. The medium and long-term impacts are
assessed once data has been collected for at least three reporting periods.
| 48
Business activities have an actual negative impact on energy consumption
The energy consumption of the restaurant business is one of the key factors affecting the
climate. The impacts of energy consumption affect the entire value chain and business. With
regard to business relationships, emissions are primarily determined by the production
methods of purchased energy. The energy consumption of business activities mainly affects
Scope 2 emissions, i.e. purchased electricity, heating and cooling. From the point of view of
own operations, greenhouse gas emissions are generated by energy consumption from
food preparation, heating, cooling and lighting. NoHo Partners reduces its carbon footprint
by improving energy efficiency and using renewable energy. The carbon footprint of the
restaurant sector is expected to decrease if the emissions of the Finnish energy sector
develop in the expected low-carbon direction. NoHo Partners does not currently procure
energy with a guarantee of origin.
Energy consumption is an actual financial risk
Rising energy prices increase the costs of food preparation, heating, cooling and lighting in
the short term, but the effects are offset by hedging the price of purchased electricity and
utilising an extensive supply network. The electricity market is in constant change. In
absolute terms, the price of energy will increase in the short term, increasing costs. The
European Union’s actions to balance the rise in energy prices have been partially
implemented. The development of energy prices also depends on the realisation of
Finland’s green transition. The transition to renewable energy sources may require
investments and increase the cost of energy consumption in the short and medium term. In
the long term, renewable forms of energy will become more common and the price of
energy can be expected to decrease.
Improving
the
efficiency
of
energy
consumption
in
everyday
operations
is
a
financial
opportunity
for
business
In the short term, the personnel will be guided by using the NoHo Academy’s ESG guide,
which contains practical instructions for improving energy efficiency. In the medium and long
term, the accumulated outcome of saving energy (heating, cooling, lighting) and water, the
efficiency of goods ordering and the development of recycling in approximately 300
restaurants will result in a significant positive change from the point of view of emissions,
reduce costs and increase EBIT. When selecting new premises and renewing lease
agreements, there is an opportunity to influence the increase in energy-efficient solutions.
3.4. Policies related to climate change mitigation
The policy related to climate change mitigation is to develop products and services and
increase energy efficiency.
Product and service development
The climate impacts of food ingredients are managed through product and service
development, for example, by emphasising low-carbon raw materials in menu planning,
optimising portion sizes and reducing food wastage. In terms of customer behaviour, the
climate impact of food is mitigated by ensuring that the menu always includes options with a
lower climate impact.
Increasing energy efficiency
The policy is to ensure that the personnel have the necessary knowledge and skills to
manage the use of energy in everyday life, and that energy-efficient solutions are preferred
in the procurement of equipment. There are no separate policies regarding the use of
renewable energy, as the company operates in rental properties where its control over
energy solutions is limited.
NoHo Partners does not yet have a transition plan for climate change mitigation. A plan will
be prepared after calculating the greenhouse gas emissions for 2024 and determining the
reference values (2025, 2026). Based on this information, targets will be set for the
transition to a sustainable economy, limiting global warming to 1.5°C in accordance with the
Paris Agreement and achieving climate neutrality by 2050. The goal is to implement the
transition plan by 2030.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set. The
company is carrying out emissions accounting for the first time for 2024, which will form an
estimate of the current state. Since the sustainability assessment is being conducted for the
first time on this scale, the impact of operational principles on sustainability-related impacts,
risks, or opportunities is not monitored. The policies will be updated, actions decided and
targets set after three reporting years in 2027, once sufficient data has been collected.
3.5. Energy consumption and mix
NoHo Partners’ energy consumption data will be collected and reported for the first time for
2024. The company reports its energy consumption and mix, including fossil, renewable and
nuclear energy sources.
In 2023, fossil energy sources and peat accounted for 80.62% of total energy consumption,
renewable energy for 5.34% and nuclear power for 14.04%. The residual mix for 2024 will
be obtained in June 2025.
| 49
Energy consumption and mix (MWh)
2024
(6) Total energy consumption from fossil sources
27,247.67
Share of fossil sources in total energy consumption (%)
80.62%
(7) Consumption from nuclear sources
4,745.19
Share of consumption from nuclear sources in total
energy consumption (%)
14.04%
Fuel consumption for renewable sources, including
biomass (also comprising industrial and municipal waste
of biologic origin, biogas,renewable hydrogen, etc.)
(MWh)
Consumption of purchased or acquired electricity, heat,
steam, and cooling from renewable sources (MWh)
1,804.79
The consumption of self-generated non-fuel renewable
energy (MWh)
(11) Total renewable energy consumption
1,804.79
Share of renewable sources in total energy consumption
(%)
5.34%
Total
energy
consumption
(calculated
as
the
sum
of
lines
6,
7
and 11)
33,797.66
The results have been obtained by collecting data on the energy consumption of the units in
the sample and extrapolating it in relation to turnover to correspond to the energy
consumption of the entire Group.
3.6. Gross Scopes 1, 2, 3 and Total GHG emissions
NoHo Partners will carry out the calculation of greenhouse gas emissions for the first time
for 2024. The calculation covers gross emissions broken down into Scopes 1, 2 and 3. The
GHG
Protocol
Standards
The
calculation is based in particular on the
GHG Protocol Corporate Standard
Accounting and Reporting Standard - Revised Edition) and the
GHG Protocol Scope 2
Guidance
. In addition, the
Corporate Value Chain (Scope 3) Accounting and Reporting
Standard
Technical Guidance for Calculating Scope 3 Emissions
, which guide the
assessment of the value chain’s emissions, are taken into account. The calculation has
been carried out in cooperation with a partner that offers a science-based calculation tool for
assessing the emissions of food companies. In addition to the tool, the partner has offered
expert services with the help of which clear instructions and work phases have been defined
for data collection. This cooperation has ensured that the emissions calculation has been
carried out systematically and in accordance with the objectives. The year 2024 serves as
the base year for the calculation, and emissions will be compared to the results in future
years.
| 50
Retrospective
Interim targets and target years
Base year (2024)
Comparable
Reporting
year
(2024)
Change
(%)
2025
2030
(2050)
Annual %
target/base
year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO2eq)
2024
n/a
60.85
n/a
n/a
n/a
n/a
n/a
Percentage
of
Scope
1
GHG
emissions
from
regulated
emission
trading
schemes
(%)
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Scope 2 GHG emissions
Gross
location-based
Scope
2
GHG
emissions (tCO2eq)
2024
n/a
1,284.31
n/a
n/a
n/a
n/a
n/a
Gross market-based Scope 2 GHG emissions (tCO2eq)
2024
n/a
18,754.33
n/a
n/a
n/a
n/a
n/a
Significant Scope 3 GHG emissions
Total
Gross
indirect
(Scope
3)
GHG
emissions
(tCO2eq)
2024
n/a
70,242.75
n/a
n/a
n/a
n/a
n/a
1 Purchased goods and services
2024
n/a
65,595.86
n/a
n/a
n/a
n/a
n/a
Cloud computing and data centre services
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
2 Capital goods
2024
n/a
3,297.18
n/a
n/a
n/a
n/a
n/a
3 Fuel and energy-related activities (not included in Scope 1 or Scope 2)
2024
n/a
473.16
n/a
n/a
n/a
n/a
n/a
4 Upstream transportation and distribution
2024
n/a
190.73
n/a
n/a
n/a
n/a
n/a
5 Waste generated in operations
2024
n/a
120.36
n/a
n/a
n/a
n/a
n/a
6 Business travelling
2024
n/a
21.15
n/a
n/a
n/a
n/a
n/a
| 51
Retrospective
Interim targets and target years
Base year (2024)
Comparable
Reporting
year
(2024)
Change
(%)
2025
2030
(2050)
Annual %
target/base
year
Significant Scope 3 GHG emissions
7 Employee commuting
2024
n/a
544.31
n/a
n/a
n/a
n/a
n/a
8 Upstream leased assets
2024
n/a
0
n/a
n/a
n/a
n/a
n/a
9 Downstream transportation
2024
n/a
0
n/a
n/a
n/a
n/a
n/a
10 Processing of sold products
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
11 Use of sold products
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
12 End-of-life treatment of sold products
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
13 Downstream leased assets
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
14 Franchises
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
15 Investments
2024
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Total GHG emissions
Total GHG emissions (location-based) (tCO2eq)
2024
n/a
71,587.91
n/a
n/a
n/a
n/a
n/a
Total GHG emissions (market-based) (tCO2eq)
2024
n/a
89,057.93
n/a
n/a
n/a
n/a
n/a
| 52
Methodology and assumptions
The calculation of greenhouse gas emissions has utilised sampling in the selection of NoHo
Partners’ restaurants and external sources (supplier reports) to be included in the
calculation as well as in terms of time coverage.
For the calculation, NoHo Partners’ restaurant portfolio has been classified into nine
different categories by restaurant type, with 1 or 2 restaurants selected for the calculation
from each category. In addition, the calculations have been made separately for Nokia
Arena, Messukeskus and the BBS subgroup. A significant assumption related to the
classification is that, within each category, the restaurants correspond to each other in terms
of their product range and thus also emissions, so that the emissions of one or two
restaurants selected in the sample can be extrapolated within their own category to the
entire population.
Sampling has also been used in the selection of suppliers as sources of data concerning
raw material procurement. Fifteen key ingredient suppliers have been selected for the
calculation. Depending on the restaurant, they cover 48% to 100% of the restaurant’s food
and beverage purchases. The share of purchases made from suppliers not included in the
data collection in kilogrammes has been estimated in relation to the raw materials
purchased from them, measured in euros. This assessment method includes the
assumption that raw material purchases made from suppliers not included in the data
collection are substantially similar in distribution to purchases from suppliers included in the
sample.
In terms of time, sampling has been utilised by collecting data mainly from January to
September and extrapolating the data obtained from this period to the entire year 2024. The
full-year estimate obtained in this way includes the assumption that the distribution of
emissions is essentially the same in January–September and October–December.
Scope 1, Scope 2 and Scope 3 have been calculated as consolidated accounts. The
consolidated Group-level calculation covers all of NoHo Partners’ restaurants in Finland,
Sweden, Denmark, Norway and Switzerland as well as administrative functions. NoHo
Partners has assessed its holdings in associated companies as irrelevant from the point of
view of calculation, and they have been completely excluded from emissions accounting.
The company has no operational control over its associated companies. The reporting
covers six greenhouse gases: carbon dioxide (CO
₂
), methane (CH
₄
), nitrous oxide (N
₂
O),
hydrofluorocarbons (HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF
₆
). The
company does not report biogenic emissions, as there are none.
Global warming potential (GWP) factors are based on the latest data from the IPCC over a
period of 100 years. The emission factors have been retrieved from statistical sources, open
databases, scientific publications and industry reports and publications. The emission factor
selections have been made by a calculation expert on the basis of the best available
information and in accordance with the guidelines of the GHG Protocol. Significant
assumptions are specified by category and activity.
Some of the emission categories are excluded from the calculation due to their
insignificance. The data quality requirement for the emission categories is defined on a high,
medium, low priority scale. The greater the significance of the emission category – either
based on its economic significance or emission intensity – the higher the required level of
data quality.
Reporting of Scope 1 emissions
NoHo Partners does not have its own energy production or process sources. The number of
cars owned by the company is low, which is why they are excluded from the calculation. The
Scope 1 GHG emissions reported by NoHo Partners include fugitive emissions, which
consist of refrigerants collected from restaurants. The amounts of refrigerants have been
collected for the period January–September 2024 and extrapolated to the entire year 2024.
Reporting of Scope 2 emissions
The calculation of Scope 2 emissions includes electricity purchased by the Group, the
amount of which has been estimated in accordance with the sampling-based methodology
presented above. Scope 2 emissions have been reported on a location and market basis.
The emission factor of the residual mix has been used for market-based calculation and the
emission factor of Finnish electricity production for location-based calculation.
does not use certificates in its energy procurements, and the calculation has been carried
out in accordance with Finland’s residual mix.
Reporting of Scope 3 emissions
NoHo Partners’ Scope 3 GHG emissions mainly consist of upstream activities and raw
materials. The company has collected data on upstream emissions in accordance with the
sample-based methodology presented above, applying the sample to both the selection of
restaurants and raw material suppliers to be included in the calculation and the time
coverage of the data collection. Relevant Scope 3 categories have been identified and
reported on the basis of the estimated emissions.
Total emissions
Total GHG emissions have been reported using the calculation formulas presented in the
ESRS disclosure requirements. The calculation covers Scope 1 and 2 GHG emissions as
well as significant Scope 3 emissions, which are presented separately in tabulated form.
The total emissions have been obtained by adding together the gross Scope 1, Scope 2 and
Scope 3 emissions, broken down into emissions calculated using the location-based method
and the market-based method.
| 53
List of Scope 3 GHG emission categories included in and excluded from the inventory
Scope 3
category
Reporting boundaries and justifications for exclusion
Included in
inventory
(No/Yes)
1. Purchased
goods and
services
Data concerning food and beverage purchases has been
collected on a sample basis from pre-selected restaurants
and suppliers from January–September 2024, and the data
obtained has been extrapolated to the entire Group. The
purchases of Triple Trading acquired during the financial
period have been excluded from the calculation due to the
company’s business activities that differ from rest of the
group and short operating period. Material items
denominated in euros have been taken into account in the
calculation of the Group’s other purchases and services.
Yes
2. Capital goods
The calculation uses EUR investments in January–
September in restaurant furniture, machinery, appliances
and renovation, and the figures are extrapolated to the
entire year.
Yes
3. Fuel and
energy related
activities
Includes the electricity reported in Scope 2, extrapolated
from a sample of restaurants to the entire Group and from
January–September to the entire year 2024.
Yes
4. Upstream
transportation
and distribution
Only includes available emissions data from Kesko’s
transports for January–September 2024, extrapolated to
the entire Group and the entire year in accordance with a
sample-based methodology.
Yes
5. Waste
generated in
operations
Sample-based data collection from restaurants with
separate waste management has been used (restaurant
waste is mainly collected property-specifically, in which
case the waste produced by an individual restaurant cannot
be separated). Extrapolated data collected from the sample
to the entire Group.
This category includes both waste generated in restaurant
operations and wastage generated during consumer use
(category 12). The wastage generated
during consumer use is not collected separately and can
therefore not be separated.
Yes
List of Scope 3 GHG emission categories included in and excluded from the inventory
Scope 3
category
Reporting boundaries and justifications for exclusion
Included in
inventory
(No/Yes)
6. Business
travel
Only includes emissions from hotel stays. The amount of
travel at Group level is low, which means that other
emission sources have been excluded from the calculation.
Yes
7. Employee
commuting
The calculation is based on an estimate of the number of
employees and working days. The calculations are based
on data from Traficom’s personnel traffic survey on average
commuting and the means of transport used.
Yes
8. Upstream
leased assets
Taken into account in Scopes 1 and 2 (due to the
operational control boundary according to the GHG
Protocol). Includes energy consumption of leased
premises.
Yes
9. Downstream
transportation
Excluded from Group-level calculation due to minor
significance. This would include emissions from transport
services (e.g. Wolt).
Yes
10. Processing
of sold products
Excluded, as it is not relevant for NoHo Partners’ business.
No
11. Use of sold
products
Excluded, as it is not relevant for NoHo Partners’ business.
No
12. End-of-life
treatment of sold
products
Wastage generated during use has been taken into account
in waste reporting.
No
13. Downstream
leased assets
Excluded, not relevant for NoHo Partners’ business.
No
14. Franchising
The franchising units’ share is not significant in terms of
business. Excluded from calculation.
No
15. Investments
Minor significance of associated company holdings.
Excluded from calculation.
No
| 54
GHG intensity based on turnover
The GHG intensity reporting based on turnover uses a calculation formula based on the
company's total greenhouse gas emissions and turnover. The calculation includes total
greenhouse gas emissions in tonnes of carbon dioxide equivalent and the Group’s actual
total revenue (EUR 427.1 million).
The GHG intensity has been calculated by including total greenhouse gas emissions in the
numerator and total revenue in the denominator. Turnover has been calculated using the
same method as in the financial statements
GHG intensity per turnover
Comparable
Reporting
year (2024)
Change
(%)
Total GHG emissions (location-based) per net
revenue (tCO2eq/EUR)
-
0.000167
-
Total GHG emissions (market-based) per net
revenue (tCO2eq/EUR)
-
0.000208
-
3.7. Business impacts on food waste generation and resource management
The impacts, risks and opportunities related to resource management and waste generation
have been identified and assessed as part of the double materiality assessment process.
The results of the double materiality assessment take into account material impacts, risks
and opportunities related to the use of resources and the circular economy. The assessment
includes all of the Group’s 297 restaurants involved in the management of the company’s
products, services and waste. In addition, the material resources used by the company have
been mapped:
1) Properties and premises: The properties leased by NoHo Partners, such as restaurants
and office premises, are central to the company’s business. The maintenance and
development of these facilities is of primary importance for the continuity of the company’s
operations and the customer experience.
2) Appliances and equipment: Equipment, such as kitchen equipment, furniture and IT
hardware used in restaurants and other locations are essential to ensure smooth daily
operations.
3) Inventories and raw materials: Raw materials, such as food and beverages, as well as
other stocked products, are essential for business. Their availability and quality have a
direct impact on the services and customer satisfaction of the company.
4) Energy and water: Energy and water are key factors in NoHo Partners’ business and
have a direct impact on the company’s environmental impact.
The priority order of resources is based on their impact on NoHo Partners’ daily operations,
customer experience and sustainability work. The impacts and risks related to the transition
to a circular economy and the stages of the value chain in which the use of resources, risks
and negative impacts related to the transition are focused will be assessed once data has
been collected for three reporting years.
Business activities have an actual negative impact on food waste.
Food wastage
resulting from business operations and poor recycling of waste generate greenhouse gas
emissions when waste is landfilled. Food wastage is a waste of resources, especially if
orders and stock optimisations fail. Downstream value chain food waste occurs when food is
produced for the customer, served and then thrown away. The generation of food waste is
addressed by optimising procurement, minimising food wastage and improving recycling
and sorting. In the medium and long term, food waste management can be expected to
become more efficient as processes and practices become more common throughout the
organisation.
Generating food waste is a risk to business.
Food waste is generated throughout the
value chain and in all restaurants throughout the financial period, which can affect the prices
of raw materials, increase procurement costs and increase the total costs of waste
management. By managing the order chain, NoHo Partners can better assess needs,
optimise purchases and minimise food waste generated in warehouses, which also has a
major impact on EBITDA. Although there are positive aspects in recycling waste in the
restaurant industry, such as converting frying oil into biofuel, there is a lot to improve in
waste management and recycling in general. Too much waste is incinerated for energy and
too little is recycled into new material. In particular, the recycling of biowaste and plastic into
raw materials must be enhanced. In the medium and long term, financial steering measures
may be set at the national level to increase the recycling rate. These could include taxation
of waste incineration or other fees for incinerated waste. These control measures may
increase the waste management costs of the restaurant business.
Resource efficiency is an opportunity for business.
Material choices, such as furniture
and kitchen appliances, increase the environmental impact. Recycling restaurant furniture
and leasing kitchen equipment increases resource efficiency and generates savings. The
accumulated outcome of recycling in approximately 300 restaurants is a major positive
change, reduces costs and an increase in EBIT. With regard to furniture, decommissioned
usable products are stored and, where appropriate, selected for reuse. For appliances, our
associated company collects appliances from our closed restaurants, for instance, assesses
the life cycle phase and services suitable appliances for reuse. The financial impact is
monitored only in the company's internal financial reporting.
| 55
3.8. Policies related to waste management
Food waste is prevented by optimising procurement, minimising food waste (inflows) and
improving recycling and sorting (outflows). The policies apply to all locations. The Group
Executive Team is responsible for implementing and monitoring them and overseeing their
implementation and development. The Procurement and Business Director is responsible
for the management and implementation of procurement. The Food Act and Alcohol Acts
serve as the basis for all activities. In addition, NoHo Partners’ event venues have adopted
the EcoCompass certificate, with associated environmental pledges promoting the
management of wastage. The waste hierarchy is not utilised in the policies.
Optimisation of procurement
NoHo Partners has centralised its procurement to a degree of 96%, which improves the
management and use of resources. Procurement is defined according to purchase
agreements and location needs, based on each location's business idea and financial goals.
Purchase agreements and guidelines are available in the internal communication channels.
Minimising food wastage
In NoHo Partners’ daily operations, food wastage is prevented through systematic measures
and processes that support sustainable and responsible restaurant operations. In
restaurants, food wastage management is a key part of operations, covering orders, portion
sizes and menu planning. In accordance with the Food Act, the storage times and
possibilities for re-serving food served cold and hot are strictly regulated.
Recycling
NoHo Partners strives to sort all waste. Waste management policies are based on waste
legislation as well as economic goals and local requirements that guide the prevention of
waste generation, the promotion of recycling and responsible treatment. Each location is
responsible for complying with the guidelines and regulations, and those accountable
ensure their implementation in practical operations.
Waste management covers the entire organisation, and policies are adapted to local waste
management regulations and available recycling and treatment options. The company is
committed to efficient sorting and recycling, ensuring that waste management at least
complies with local regulations.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set. The
company is carrying out emissions accounting for the first time for 2024, which will form an
estimate of the current state. Since the sustainability assessment is being conducted for the
first time on this scale, the impact of operational principles on sustainability-related impacts,
risks, or opportunities is not monitored. The policies will be updated, actions decided and
targets set after three reporting years in 2027, once sufficient data has been collected.
NoHo Partners does not have a plan for setting measurable outcome-oriented targets for
resource inflows, including the use of resources. The company’s main business is the sale
of food and beverage products for which it is not possible to comply with circular principles.
The aspects that are suitable for the circular economy are side streams of business
activities, and the company does not have adequate information about their magnitude to
set targets.
3.9. Policies related to resource management
NoHo Partners promotes resource efficiency by reusing appliances, furniture and other
recyclable materials.
Reuse
NoHo Partners uses primary and secondary resources. The locations always have the
option to select a secondary resource, but it is not controlled centrally, but the choices are
made according to business needs. NoHo Partners’ core business includes the use of take-
away packaging. When it comes to packaging, our suppliers offer products made from both
primary and secondary raw materials, and each location selects the most suitable option for
the purpose. Discarded usable appliances, furniture and other recyclable goods are stored
and utilised as needed. NoHo Partners has no plans to move away from virgin raw
materials. The use of products made from renewable resources is always a secondary
option. Reusable products are preferred at the company’s locations.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set. The
company is carrying out emissions accounting for the first time for 2024, which will form an
estimate of the current state. Since the sustainability assessment is being conducted for the
first time on this scale, the impact of operational principles on sustainability-related impacts,
risks, or opportunities is not monitored. The policies will be updated, actions decided and
targets set after three reporting years in 2027, once sufficient data has been collected.
NoHo Partners does not have a plan for setting measurable outcome-oriented targets for
resource inflows, including the use of resources. The company’s main business is the sale
of food and beverage products for which it is not possible to comply with circular principles.
The aspects that are suitable for the circular economy are side streams of business
activities, and the company does not have adequate information about their magnitude to
set targets.
| 56
3.10. Resource inflows
NoHo Partners’ material resource inflows include, in particular, food and beverage products
and their transport packaging, which make up a key part of the company's material flows.
Due to the nature of restaurant operations, critical raw materials and rare earth metals are
not used in business activities. Water is used in the production process. Tangible fixed
assets include furniture and preparation appliances.
The total weight of products and technical and biological materials used during the reporting
period has been calculated as part of the emissions accounting. The total weight during the
reporting period was 16,592.65 tonnes. The Group’s ESG team has analysed the
company’s restaurant portfolio and the characteristics of the restaurants in order to find
similarities in the factors affecting the restaurants’ carbon footprint and to harmonise data
collection.
To increase the reliability of the report, the team has divided the restaurants into relevant
subcategories. According to the company’s estimate, these nine subcategories provide a
comprehensive and diverse description of the Group’s restaurant portfolio for accounting
purposes.
For the reporting period, no information is available on the percentage of sustainably
sourced biological materials used in the production of the company’s products and services,
including packaging, the certification system used or the application of the cascading
principle. Similarly, no data is available on the weight of reused or recycled components,
intermediates or recycled materials used in the manufacture of products and services, either
as an absolute value or as a percentage.
The calculation has been carried out for the restaurants selected in the sample and is
extrapolated by category to the entire population. Data collection began in September,
which is why the calculation uses the figures realised between January and September
2024, extrapolated to the rest of the year. According to our estimate, the formation of a
sample based on the figures for January–September 2024 does not have a material impact
on the outcome, as the nature of the business or the suppliers used do not change
significantly during the remainder of the year. Data was collected from key suppliers to
ensure sufficient coverage.
3.11. Resource outflows
In the restaurant industry, food waste causes a significant waste stream. Waste includes
biomass, metals, glass, plastic and fibre packaging. The company does not produce
hazardous or radioactive waste. The total amount of waste has been estimated by collecting
data from the waste management company for the entire year from the restaurants that
have their own waste management agreement and the data can thus be collected (six
restaurants). The collected waste volumes have been extrapolated to the entire Group’s
figure by proportioning them to turnover. No information is available on the proportion of
recyclable materials in products and packaging.
The total amount of waste generated by NoHo Partners’ operations during the reporting
period was estimated at 5,382 tonnes. The total amount of waste diverted from final
disposal has been estimated at 3,205 tonnes, which includes recyclable materials and
biowaste classified as other recovery activities. The estimated amount of waste does not
include reusable material.
The estimated amount of waste for recycling is 1,816 tonnes and consists of cardboard,
metal and glass. The amount of biowaste is estimated at 1,388 tonnes. The total amount of
waste sent for final disposal is estimated at 2,177 tonnes, which consists of incinerable
waste and includes both energy and mixed waste. The estimated amount of waste does not
include landfilled waste or waste diverted to other end-of-life treatment. The estimated
amount of non-recycled waste during the reporting period was 3,566 tonnes, which
corresponds to 66 per cent of the total amount of waste generated. Non-recycled waste
includes biowaste, energy waste and mixed waste.
4. PEOPLE AND COMMUNITY
People and community-related impacts, risks and opportunities have been identified and
assessed as part of the double materiality assessment process. Material sustainability
matters include the working conditions and equal treatment of the company’s own
workforce, the working conditions of workers in the supply chain and customer data
protection as well as health and safety. All policies related to material sustainability matters
are based on NoHo Partners’ ESG programme, which is available on the company’s
website. These policies cover all business activities in all of the Group’s operating countries.
The Board of Directors is responsible for the implementation of the policies.
NoHo Partners has not prepared any transition plans.
The impacts, risks and opportunities
for employees with specific characteristics, employees working in certain contexts or
workers performing certain tasks have been identified and assessed as part of the double
materiality assessment process.
do not involve any risk of the use of forced labour or child labour.
4.1. Policies related to human rights of the labour force
NoHo Partners is committed to respecting and promoting human rights in all of its activities.
We comply with international human rights standards and principles, such as the UN
Universal Declaration of Human Rights and the UN Guiding Principles on Business and
Human Rights.
NoHo Partners’ ESG programme does not specifically address trafficking in human beings,
forced labour or the use of child labour related to its own workforce. Instead, the company’s
| 57
Code of Conduct defines how we act as a company and in relation to customers, partners
and society. The Code of Conduct is based on our values, the UN Declaration of Human
Rights, Sustainable Development Goals (SDGs), the International Labour Organization’s
(ILO) Fundamental Principles and Rights at Work and the laws and guidelines related to our
activities. NoHo Partners has not made any separate pledges.
The company assesses the human rights impacts of its activities and value chain as
necessary. This assessment covers both direct and indirect impacts and is carried out in
cooperation with stakeholders. If human rights impacts are observed, the company takes
immediate corrective measures. Such measures may include improving working conditions,
training and raising awareness among employees, and cooperating with partners. All
operations comply with the applicable laws and regulations.
The company provides its employees and other stakeholders with whistleblowing
mechanisms through which human rights violations or other suspected violations can be
reported. The reports are processed confidentially and appropriately, and any actions will be
taken without delay. Engaging with the personnel is continuous. Personnel representatives
have been appointed, and communication with them takes place in a monthly meeting. A
whistleblowing channel is also available for the personnel to use. In addition, the company
carries out an annual well-being survey.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set.
However, factors affecting working conditions and equal treatment as well as material
impacts, risks and opportunities are monitored in day-to-day management, either in
executive team meetings or monthly meetings with shop stewards. Since the sustainability
assessment is being conducted for the first time on this scale, the impact of operational
principles on sustainability-related impacts, risks, or opportunities is not monitored. The
policies will be updated, the actions will be decided and the targets and target level will be
set after three reporting years in 2027, once sufficient data has been collected.
4.2. Impacts of business activities on working conditions
The negative impacts of business activities on working conditions are related to secure
employment, irregular working hours, work–life balance challenges and the occupational
safety and well-being of employees.
Business
activities
have
an
actual
negative
impact
on
secure
employment
The restaurant industry is a low-wage sector and sensitive to economic cycles. Part-time
employment is common in the industry and can undermine the financial stability and secure
employment of workers. An economic downturn affects the demand for restaurant services
and may lead to redundancies. Especially in tourism-dependent areas, seasonal
employment is common, which can lead to income instability and job uncertainty for
restaurant workers. The implementation of secure employment applies to all NoHo Partners’
restaurant staff and all restaurants, but is emphasised with regard to part-time employees,
who may lack secure employment and benefits. The impact on the business activities may
be a shortage of employees due to insecure employment. Currently, the company has
sufficient workforce and employees’ employment security is good. The company’s financial
situation is stable and its business is profitable, wages are partly better than the industry
average and investments are made in working time planning and working conditions. The
aim is to ensure that employment security remains in line with the current situation in the
medium and long term. NoHo Partners offers diverse employment opportunities, such as
part-time and full-time jobs and solutions that support the use of temporary staff. The
company invests in the employment of both young people and other jobseekers. The
company can offer work from several different business functions, and workers have the
opportunity to rotate to the same, new or similar positions within the Group when suitable
work is available.
Business
activities
have
an
actual
negative
impact
on
irregular
working
hours
(work–
life
balance)
The restaurant industry is shift-oriented, which can make it difficult for employees to balance
work and private life. Working in shifts can cause an irregular sleeping rhythm and lead to
fatigue, but also bring freedom to plan working life. Poorly implemented work shift planning
can increase the imbalance in reconciling work and life. Irregular working hours can make it
difficult for employees to plan their lives and participate in family events and hobbies, for
example. Shifts may change and "ad hoc shifts" may be offered at short notice. The
challenges with work–life balance concern NoHo Partners’ entire restaurant staff, and all
restaurants, but are emphasised with regard to part-time workers, who are particularly
affected by rapid changes in work shifts.
In the medium and long term, aspects related to work–life balance can cause health
hazards and lead to permanent effects in the most severe cases. The company strives to
adapt working hours to the employees’ situations in life by taking into account the needs and
wishes of employees and by offering part-time work and opportunities to change shifts.
Workers are also offered opportunities to move to different locations and positions within the
Group. Various tools and systems are used to plan and monitor working hours in order for
them to be appropriate. Supervisors are trained in work shift planning.
Business
activities
have
an
actual
negative
impact
on
occupational
safety
and
well-
being
Restaurant work involves physical risks, such as slipping, burns and cuts, as well as
repetitive strain injuries. Lack of adequate rest periods and breaks can cause health
problems for workers. Workers may also face verbal or physical aggression from customers
or co-workers. The impact on business activities may be a shortage of employees due to
| 58
absences. The impacts related to occupational safety and well-being apply to all workers
and all restaurants. In the medium and long term, aspects related to well-being and safety at
work can cause health hazards and lead to permanent effects in the most severe cases.
The company responds to this by providing comprehensive occupational health and well-
being services and guidance and training to its personnel.
4.3. Policies related to the development of working conditions
The policies concerning the development of working conditions include ensuring secure
employment, maintaining work–life balance and taking care of the health and safety of
workers.
The policies apply to the Group’s own workforce in all business activities and
covers all of the company’s business areas and markets.
The Group Executive Team is
responsible for implementing and monitoring the policies. The implementation of the policies
is aligned with the applicable legislation and the collective agreement for workers in tourism,
restaurant and leisure services, which sets out the minimum terms and conditions of
employment.
Based on the annual well-being survey and business observations, the company’s
management identifies the necessary measures to respond to actual or potential negative
impacts on its own workforce.
All NoHo Partners’ employees are covered by social security either through statutory public
schemes or benefits offered by the company.
In Finland, the workers of the company are
covered by occupational health care and social security under Finnish law. With regard to
the other countries in which the Group operates, no account of how social security is
implemented has been requested, but confirmation that it complies with Finland’s guidelines
with regard to the following life events has been requested:
●
Unemployment:
A worker who becomes unemployed in Finland receives
unemployment benefit from either Kela or an unemployment fund. Unemployment
security consists of basic daily allowance, earnings-related daily allowance and
labour market subsidy, which help unemployed jobseekers financially.
●
Work-related
injury:
related injury is compensated for their absence from the statutory work-related
accident insurance.
●
Family leave:
daily allowance for part of the family leave in accordance with the collective
agreement. Other compensation is defined by law, and Kela pays compensation
for family leave, including pregnancy allowance and parental allowance.
●
Pension:
pension accrued from employment and entrepreneurial activities as well as the
national pension and guaranteed pension guaranteeing minimum security.
Ensuring secure employment
NoHo Partners offers diverse employment opportunities, such as part-time and full-time jobs
and solutions that support the use of temporary staff.
Work–life balance
NoHo Partners’ working hours policy focuses on flexibility, workers’ well-being and
work–
life
balance.
This is particularly important in the restaurant industry, where working hours can
be irregular
.
The company uses various tools and systems for monitoring and managing
working hours.
Working hours are planned and monitored, and the results are recorded.
This helps to ensure that workers’ working hours comply with working time legislation and
do not exceed the limits laid down by law.
Health and safety
NoHo Partners complies with current legislation, regulations and guidelines to ensure safe
working conditions and the realisation of workers’ rights
.
Occupational safety and health
activities are active and developing. In the
Occupational Safety and Well-being Manual
published in 2024, the company’s management has confirmed its commitment to creating a
safe and healthy environment for all persons working and visiting the company’s sites.
workers are expected to commit to promoting safety, and supervisors are responsible for the
safety of their workers.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set.
However, factors affecting working conditions
as well as material impacts, risks and
opportunities are monitored in day-to-day management, either in executive team meetings
or monthly meetings with shop stewards. Since the sustainability assessment is being
conducted for the first time on this scale, the impact of operational principles on
sustainability-related impacts, risks, or opportunities is not monitored. The policies will be
updated, the actions will be decided and the targets and target level will be set after three
reporting years in 2027, once sufficient data has been collected.
4.4. Impacts of business activities on equal treatment
The negative impacts of business activities related to equal treatment concern training and
competence development as well as challenges with the appeal and retention of the
workplace, which also constitute a financial risk for business activities. In addition, business
activities have a negative impact on equal treatment with regard to workplace bullying and
harassment. Equal pay and the realisation of diversity are seen as positive opportunities.
| 59
Business activities have a potential positive impact on training (appeal) and
competence development.
Although the employment prospects in the restaurant industry
are good, few candidates are seeking to join the industry due to factors such as heavy
workload, irregular working hours and low wages. This can affect the recruitment of skilled
workers, which can lead to a deterioration in the quality of work. Regional differences,
shortcomings in the competence of the workforce and the need for cooperation between
educational institutions and companies are emphasised in our own operations.
NoHo Partners strengthens the development of education and competence in cooperation
with educational institutions in the field. Cooperation with educational institutions improves
communication and strengthens a positive employer image.
increase the appeal of education (summer work, employment of young people, cooperation
with educational institutions, work without education), NoHo Partners ensures interest in
applying for education in the field and the availability of skilled labour also in the medium
and long term. On the other hand, inadequate training of workers is a risk to business
activities. Ensuring skills and competence sets requirements for the amount of training
provided at the workplace. Training offered at the workplace increases personnel costs.
There is no need to make any material adjustments. NoHo Partners trains its new and
existing workers to ensure sufficient professional skills for different tasks.
Business activities have an actual negative impact on the appeal and retention of the
workplace.
Attracting new workers and retaining existing workers is a challenge in the
restaurant industry. The restaurant industry is a low-wage sector, work is fragmented, with
work focusing on the latter part of the week, and many part-time jobs are available. Poor
appeal and retention compromise the availability of workforce and, in the worst case, can
lead to the closure of restaurants if personnel cannot be recruited.
The weak appeal and retention of the industry is a risk to business activities.
increases the personnel costs of the company due to skills shortages and rapid turnover.
There is no need to make any material adjustments. NoHo Partners addresses the
challenges of appeal and retention of the workplace and prevents financial risks by offering
flexible working times, training, career advancement opportunities and benefits related to
well-being at work. In addition, the company partially pays above-average wages, which
may increase its appeal. The experiences of workers affect the employer image, so NoHo
Partners must ensure that the promises made are also fulfilled every day at the workplace.
The company currently has sufficient workforce and the worker appeal and retention is
good. Practices that strengthen the appeal and retention of the workplace are continuously
developed in order to ensure interest as an employer also in the medium and long term.
Business
activities
have
an
actual
negative
impact
on
bullying
in
the
workforce.
Harassment and bullying in the work community can have a negative impact on a worker's
work motivation, work ability and, in the most severe cases, health. The impact on business
activities may be a shortage of employees resulting from absences. NoHo Partners has zero
tolerance for bullying and harassment, and every incident is investigated. The company has
processes to prevent bullying and harassment, channels to facilitate communication and
protection of workers’ anonymity. Finnish labour laws provide protection for whistleblowers,
but employees may nevertheless hesitate to report cases of violence or harassment
because they are afraid of retaliation, loss of employment or concerns that they will not be
taken seriously. Effective practices must be continuously developed. In the medium and
long term, the diversity of work communities and the challenges posed by, for example,
multilingual and multicultural work communities must increasingly be taken into account.
Business
activities
have
a
potential
positive
impact
on
(pay)
equality.
The realisation
of pay equality has a potential positive impact on all workers throughout the organisation
and across all businesses. At NoHo Partners, the gender distribution is even. There are
usually a little more women working front of house, while there are more men in the kitchen.
There are hardly any differences in remuneration at the managerial level. The achievement
of equal pay can have a positive impact on job satisfaction and the appeal and retention of
the company, which can become a competitive advantage in the medium and long term.
Business
activities
have
a
potential
positive
impact
on
diversity.
Diversity has a
positive impact on NoHo Partners' appeal and retention when all workers feel that they can
identify with the workplace. Age, sexual orientation, religion, cultural differences and
diversity are generally accepted in the restaurant industry, and also at NoHo Partners.
Diverse work communities are part of everyday life and corporate culture. In some
situations, limited local language skills can pose a challenge. Customers can provide
feedback if they do not receive service in their own language, and an interpreter may be
needed, for example, for change negotiations. Diversity and multiculturalism are expected to
strengthen in the medium and long term. The development is monitored by means of the
well-being survey and effective practices are developed.
4.5. Policies related to equal treatment
The policies related to equal treatment include training and skills development, maintaining
equality, strengthening the appeal and retention of the company and diversity, and zero
tolerance for bullying and harassment.
The policies related to equal treatment are based on
NoHo Partners’ ESG programme, which is available on the company’s website.
apply to the Group’s own workforce in all businesses and
cover all of the company’s
business areas and markets.
The Group Executive Team is responsible for the
implementation and follow-up of the policies, which is implemented through a well-being
survey. The results of the survey have also been taken into account in the preparation of the
policies.
The policies and operating models are reviewed annually with the personnel as
part of the well-being survey. Both Finnish and English are used to ensure that the message
is conveyed so that all employees have an equal opportunity to participate and understand
the company’s policies and targets. There are also several ways for employees to raise their
concerns, such as the whistleblowing service, health and safety representatives, HR and
| 60
their own supervisors. Engaging with personnel representatives is continuous, as the
development of equal treatment is continuous.
Training and skills development
NoHo Partners is committed to training its personnel and developing their skills in various
areas. Training modules include induction training, supervisor and management training, as
well as training related to occupational safety, responsibility and financial management.
Maintaining equality
The company’s policy is to promote diversity and equality, ensuring that all employees have
equal opportunities for career advancement and pay development. The company’s gender
distribution is even and the salary is mainly based on the collective agreement.
Strengthening the industry’s appeal and retention
NoHo Partners’ policy is to strengthen the appeal and retention of the industry by investing
in a good employer image.
Preventing harassment and discrimination at the workplace
NoHo Partners has zero tolerance for harassment and bullying.
The policy is based on the
company's Code of Conduct, the UN Declaration of Human Rights, Sustainable
Development Goals (SDGs), the International Labour Organization’s (ILO) Fundamental
Principles and Rights at Work and the laws and guidelines related to our activities.
We do
not tolerate any form of discrimination based on age, gender, sexual orientation, citizenship,
race, religion, political belief or any other attribute that violates the UN Declaration of Human
Rights. Everyone at NoHo has the right to a safe and diverse working environment where
everyone can do their work as well as possible without fear of being subjected to any form
of bullying or harassment.
The company prevents inappropriate behaviour by providing a separate occupational safety
manual, regularly providing induction training to personnel, mentoring supervisors and
providing safe processes for bringing up concerns.
Any employee of the company can report inappropriate behaviour through the
whistleblowing channel, supervisors or occupational safety delegates. Each incident is
investigated carefully and the process ensures the anonymity of workers. The company
uses an annual well-being survey to monitor the amount of inappropriate behaviour and
sexual harassment.
Promoting diversity
NoHo Partners is committed to promoting diversity and equality in all of its activities, which
is also documented in the company’s Code of Conduct. The Code of Conduct defines how
we act as a company and in relation to customers, partners and society.
The company has
no separate commitments to the benefit of its own workforce members who belong to
particularly vulnerable groups, but the policy is to ensure that all employees receive equal
treatment regardless of their background.
The implementation of diversity is monitored in a
well-being survey, that the company uses to
gain a comprehensive understanding of the
views of its own workforce. These also include the experiences of particularly vulnerable
groups, such as immigrants or persons with disabilities.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set.
However, factors affecting working conditions
and equal treatment as well as material
impacts, risks and opportunities are monitored in day-to-day management, either in
executive team meetings or monthly meetings with shop stewards. Since the sustainability
assessment is being conducted for the first time on this scale, the impact of operational
principles on sustainability-related impacts, risks, or opportunities is not monitored. The
policies will be updated, the actions will be decided and the targets and target level will be
set after three reporting years in 2027, once sufficient data has been collected.
4.6. Realisation of equal pay
NoHo Partners complies with local collective agreements and legislation in all of its
operating countries when determining wages. Adequate wage is paid to all employees, and
there are no areas in the operating countries where the wage would fall below the applicable
benchmark. For example, Finnish business operations are subject to a universally binding
collective agreement that defines the minimum wages in the industry. The company pays its
employees at least wages in accordance with the collective agreement, but in practice
wages are often higher as a result of contractual wages.
●
Finland:
positions have their own determined wage categories, and the wage is determined
on the basis of the position and previous years of experience.
●
Denmark:
●
Norway:
tables are based on years of work experience and training.
●
Switzerland
: The national collective agreement, which has been extended to cover
the HORECA sector, is followed.
The company’s gender pay gap, which describes the percentage difference between the
average gross hourly wages of male and female employees, is a key metric in assessing
| 61
equality. This information is based on the gross hourly wages of all employees, and the
calculation takes into account the relevant variables and background factors: The
calculation does not include those who have worked through the summer traineeship
programme or summer voucher programmes. Wages in other countries have been
converted into euros at the average rate of 2024. The gender pay gap is defined as the
difference between the average pay levels of women and men, expressed as a percentage
of the average pay level of men.
The gender pay gap is 12.5%. The pay gap is partly attributable to the fact that there are
relatively more women than men in lower-wage roles, such as restaurant workers and
waiters.
The annual total remuneration ratio 15.9 describes the ratio between the highest earner of
the undertaking and the median annual total remuneration of other employees (excluding
the highest earner). This ratio is calculated based on the earnings of all employees. The
calculation takes into account:
●
Base salary
, which is the sum of guaranteed, short-term, and non-variable cash
compensation.
●
Benefits
in
cash
, which is the sum of the base salary and cash allowances,
bonuses, commissions, cash profit-sharing, and other forms of variable cash
payments.
●
Benefits
in
kind
, such as cars, private health insurance, wellness programmes.
●
Direct
remuneration
, which is the sum of benefits in cash, benefits in kind and
long-term incentives such as option rights and performance-based shares.
4.7. Health and safety
NoHo Partners invests in the occupational health and safety of its workers. All workers of
the Group are covered by an occupational health and safety management system based on
legal requirements and recognised standards, which covers 100% of the number of
employees. There are no known fatalities due to work-related injuries or work-related ill
health in the countries in which the company operates. During the year, the company
recorded a total of 176 work-related accidents, of which 153 occurred in Finland, 2 in
Denmark, 3 in Norway and 18 in Switzerland, with a percentage of 61 incidents per
1,000,000 hours worked. In accordance with the transitional provisions, the number of work-
related ill health incidents to be reported and the number of lost working days due to work-
related injuries, work-related accident fatalities and work-related ill health incidents is not
reported for the first year due to the data being lacking.
4.8. Training and skills development, as well as strengthening the appeal and
retention of the industry
As part of its sustainability statement, NoHo Partners monitors information related to the
training and development of its employees, as well as the appeal and retention of the
company. The required data was missing for all of the Group’s countries in the 2024
reporting, so the information will not be reported, applying the transitional rule.
4.9. Incidents of harassment and discrimination
Reported data covers incidents of work-related harassment based on gender, race or ethnic
origin, nationality, religion or belief, disability, age, sexual orientation or other forms of
harassment. A total of 78 cases of harassment were reported during the reporting period,
including harassment by both employees and customers. The calculation takes into account
the results of the well-being survey from all operating countries with regard to the question
on sexual harassment. For Finland, the calculation is also based on whistleblowing reports,
reported incidents related to sexual harassment and discrimination and incidents of
harassment known to HR. During the reporting period, no cases of discrimination were
reported and no serious human rights violations (e.g. forced labour, trafficking in human
beings or the use of child labour) were observed in the company’s labour force, as well as
no violations of the UN Guiding Principles, the ILO Declaration or the OECD Guidelines.
There were no consequences or damages related to such incidents. The amount of fines
was zero euros.
Type of incident
Quantity
Harassment incidents
78
4.10. Engaging with personnel
NoHo Partners commits to open and regular dialogue with the personnel and their
representatives, ensuring that the perspectives of its own workforce are taken into account
in decisions and actions.
Engaging with the personnel takes place primarily through the personnel representatives.
The employer and the personnel representatives meet regularly, at least every two months.
The HR Director, who is also a member of the Executive Team, is responsible for ensuring
cooperation. The HR Director ensures that the results of the dialogue are taken into account
in the company’s operating methods.
The company does not have separate agreements related to respecting human rights with
personnel representatives, but its operations are based on the industry’s collective
| 62
agreement, which has been drawn up in cooperation with the unions (Mara Ry and PAM).
NoHo Partners also has no separate commitments for the benefit of persons who belong to
particularly vulnerable groups in the company’s own workforce, but the policy is to ensure
that all employees receive equal treatment.
The effectiveness of communication and actions is assessed in joint meetings with the
personnel representatives. Minutes are drawn up of these meetings, and the feedback
provided is processed by the Executive Team, if necessary. Engagement is continuous and
implemented as needed. The periods specified in the Act on Co-operation within
Undertakings are observed in communications. It covers both the organisational level and
the location or project levels, and the information obtained from it is centralised for the
company’s use. The resources allocated for communication are a three-person HR team.
The HR Director is responsible for ensuring that decisions and measures are
communicated. The company has procedures for the remediation of negative impacts and
channels for raising concerns. With these processes, employees can be confident that their
needs and feedback will be handled effectively and fairly. The company does not separately
assess the awareness of its own workforce in relation to processes, structures or their
reliability.
If misconduct is detected, its background is thoroughly investigated, the parties are
consulted and the necessary actions are taken. The process is usually led by the HR
Director or Business Director and supported by HR and Finance experts. If the concern
concerns these managers, the responsibility is transferred to another member of the
Executive Team. The efficiency of processes is continuously assessed by monitoring the
effectiveness of changes. The policies related to the protection of whistleblowers against
retaliation are described in section 5.1. Business conduct policies.
4.11. Group workers
The numbers of employees employed by the company have been collected from the HR
management systems of the Group’s various operating countries and compiled by the ESG
team. The data collected includes all employees who have been employed by the Group
during 2024. The figures are reported as the head count. The head count is calculated as an
average figure for the year, i.e. for the current employment relationships per month, and the
average for these months is reported. In this way, the fluctuations that occurred during the
reporting period are taken into account. The head count is relatively stable throughout the
year, but at its highest in the summer months from June to August. Contracts are classified
as "part-time" or "full-time". The working hours of a part-time employee are
average/variable, the working hours of a full-time employee are defined in the Working Time
Act or in the collective agreement. In Norway, Denmark and Sweden, there are no on-call
contracts. The restaurant business is seasonal both on a weekly and annual basis, which is
why it is typical for the industry to conclude relatively many part-time employment
relationships.
Gender
Number of employees
(head count)
Men
1,550
Women
1,871
Not reported*
32
Total number of employees
3,453
Table 1: The total number of employees of NoHo Partners by gender. * The category “not
reported” is only applicable to Norway. In Finland, Denmark and Switzerland, the company’s
employees are categorised as “male” or “female”. The category “other” is not applied.
Country
Number of employees
(head count)
Finland
2,221
Norway
658
Denmark
284
Switzerland
281
Table 2: The total number of employees of NoHo Partners in countries with at least 50
employees, representing at least 10 per cent of the total number of the company's
employees.
| 63
Employee category
Women
Men
Not reported
Total
Number of employees (head count)
1,871
1,550
32
3,453
Number of permanent employees
(head count)
1,751
1,442
31
3,224
Number of temporary employees
(head count)
120
108
1
229
Number of non-guaranteed hours
employees (head count)
205
195
0
400
Table 3 The total number of NoHo Partners’ employees, broken down by contract type and
gender.
| 64
Country
Employee category
Women
Men
Not reported
Finland
Number of permanent
employees (head count)
1,269
801
Not applicable
Number of temporary
employees (head count)
72
80
Not applicable
Number of non-
guaranteed hours
employees (head count)
129
94
Not applicable
Number of full-time
employees (head count)
425
453
Not applicable
Number of part-time
employees (head count)
786
333
Not applicable
Norway
Number of permanent
employees (head count)
260
293
31
Number of temporary
employees (head count)
47
26
1
Number of non-
guaranteed hours
employees (head count)
0
0
0
Number of full-time
employees (head count)
55
54
1
Number of part-time
employees (head count)
251
265
31
Country
Employee category
Women
Men
Not reported
Denmark
Number of permanent
employees (head count)
111
173
Not applicable
Number of temporary
employees (head count)
0
0
Not applicable
Number of non-
guaranteed hours
employees (head count)
0
0
Not applicable
Number of full-time
employees (head count)
15
15
Not applicable
Number of part-time
employees (head count)
96
157
Not applicable
Switzerland
Number of permanent
employees (head count)
106
173
Not applicable
Number of temporary
employees (head count)
1
2
Not applicable
Number of non-
guaranteed hours
employees (head count)
76
101
Not applicable
Number of full-time
employees (head count)
28
66
Not applicable
Number of part-time
employees (head count)
4
7
Not applicable
Table 4. Number of NoHo Partners’ employees by contract type, country and gender.
| 65
In Finland, the Group’s restaurants employ workers of various temporary staffing
companies. Non-employees are almost entirely workers working through temporary staffing
companies. Their hours are mainly recorded under their own name in the company’s
working time system, on the basis of which an estimate of the head count per month and on
average during the year has been calculated. Using an estimate is due to the fact that not all
workers have been identified in the working time system. For Denmark, the number is
estimated based on hours worked. In Norway and Switzerland, all workers are employees.
The figures are reported as the head count and as the average for the reporting period.
The reported head count is an estimate based on the work shifts reported in the working
time system. The number of all individual employees per month has been calculated from
the working time system and the average during the year has been reported as the head
count. The reported head count being an estimate is due to the fact that not all workers
have been identified in the working time system. The total number of non-employees
included in the company's own workforce is estimated to have been 1,540 on average
during the year. The information is not broken down into worker categories.
During the reporting period, a total of 1,154 employees left the company, which corresponds
to a turnover rate of 33%. In calculating the turnover, the numerator includes all other
workers who have left the company except for those whose departure is due to the
termination of a fixed-term employment contract, transferring to work within the Group in
another company or a "one-day employment relationship" (traineeship). A person who has
returned to work for the Group within the same calendar year and is still employed at the
end of the reporting period is also not counted as a departing employee. The turnover
denominator is based on the average head count during the year.
Age distribution
Age distribution of employees (%)
Under 30 years old
56
30–50 years old
36
Over the age of 50
8
Table 5: Age distribution of NoHo Partners’ employees.
NoHo Partners’ Executive Team is responsible for the company’s operative management
and strategy implementation in accordance with the Board of Directors’ instructions.
Period
Gender
Number (head count)
Percentage (%)
From 1 January
2024
Women
0
0%
Men
4
100%
Total
4
100%
From 1 September
2024
Women
3
30%
Men
7
70%
Total
10
100%
Table 6: Gender
at
NoHo
Partners'
top
management
reflects
the
composition
of
the
Executive
Team.
The most representative head count presented in the financial statements is discussed in
Note 2.6 Employee benefits, in which the number of employees is calculated as full-time
equivalent. During January–December 2024, NoHo Partners Group employed on average
1,373 (1,380) full-time employees and 687 (661) part-time employees as full-time
equivalents, as well as 403 (396) rented employees as full-time equivalents. Depending on
the season, some 2,800 people (FTE) work at the Group at the same time.
4.12. Impacts of business activities on value chain workers
The
supply
chain
of
the
business
has
a
potential
negative
impact
on
the
working
conditions
and
rights
of
workers
in
the
value
chain
NoHo Partners may unknowingly purchase products or services from suppliers that violate
work-related rights. The potential threat to the working conditions and human rights of
employees in the supply chain focuses on upstream contractual partners, particularly
manufacturers and producers of products and services. Negative impacts related to working
conditions may include illegal working hours, inadequate wages and shortcomings in
occupational safety. In addition, child and forced labour, deprivation of liberties, such as
confiscating passports or charging unreasonably high housing and travel expenses
compared to wages, can constitute significant human rights violations. Although such
incidents are rare and isolated, their occurrence can lead to serious human rights violations
| 66
against value chain workers.
A more detailed assessment has not been made for different worker groups, geographies or
assets. In NoHo Partners’ business model, procurement is mainly handled centrally, and
most of the products come from Europe. The company uses suppliers with comprehensive
audit programmes. If incidents arise, the response is immediate and, if necessary, the
supplier is replaced. Based on the double materiality assessment, the working conditions
and rights of value chain workers do not cause positive impacts, risks or opportunities for
the company’s business model.
4.13. Policies related to the working conditions and rights of value chain workers
NoHo Partners’ policy is that its contractual partners respect the rights of workers and their
subcontractors’ workers and operate responsibly. Responsibility refers to all activities that
promote economically viable, socially responsible and environmentally sustainable
operating practices. These include, but are not limited to, fair trade practices, respect for
workers’ rights, protection of the environment, welfare of livestock and anti-corruption. The
policy covers the Finnish business and applies to all partners. The Procurement Director is
responsible for its implementation. The policy is implemented on the basis of a liability
clause recorded in the procurement agreement.
Procurement agreement liability clause
NoHo Partners requires its contractual partners to commit to the liability clause in all of their
operations, including, but not limited to, the sourcing of raw materials, production processes,
use of labour and delivery of products to the customer. This ensures that both the supplier
and customer operate in accordance with social, ethical and environmental practices. The
aim is to promote a positive impact on the environment and society and to encourage
responsibility throughout the supply chain.
Suppliers are required to assert that their activities are lawful, ethically sustainable and
environmentally responsible. Suppliers also undertake to ensure that their subcontractors
and suppliers comply with equivalent sustainability standards, which include respecting
workers’ rights, ensuring fair working conditions, and prohibiting trafficking in people, forced
labour and the use of child labour. In addition, suppliers must commit to measures aimed at
minimising their environmental impact and promoting sustainable development. The supplier
undertakes to maintain transparency in its operations and to report to the buyer on its
actions to promote sustainability upon request. This includes environmental impacts,
standards on working conditions and responsibility in the subcontracting chain.
Interaction with value chain workers
NoHo Partners interacts with value chain workers mainly through partners’ designated
representatives. In addition, the Group has a whistleblowing channel that is also available to
value chain workers. It facilitates the reporting and handling of any grievances and violations
of the liability clause. The company assesses the adequacy of the contractual terms on a
case-by-case basis to ensure that there are no material negative impacts on value chain
workers. In the event that any negative impacts occur, the company applies the audit
process defined in the contracts and, if necessary, terminates the contract, which may
cause financial losses to the supplier. The Group has the right to carry out audits on the
premises of suppliers and subcontractors to ensure compliance with the liability clause.
Suppliers undertake to provide full access to their premises and necessary documents to
perform audits. If the liability clause has not been complied with, NoHo Partners has the
right to demand corrective measures or terminate the agreement without liability for
damages.
Alignment of value chain policies with international human rights documents
NoHo Partners’ policies related to the value chain are aligned with internationally recognised
documents relevant to value chain workers, such as the UN Guiding Principles on Business
and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work and
the OECD Guidelines for Multinational Enterprises. In addition, the company states that it is
not aware of any incidents in which its partners have violated corporate and human rights
principles. NoHo Partners’ Code of Conduct also applies to value chain workers.
Value chain workers’ views in decision-making
NoHo Partners does not have a process for taking into account the views of value chain
workers or vulnerable employees in its decision-making, nor does it have a structured
process for communicating with them. As a result, the company is also unable to assess the
effectiveness of communications. Had the company a process in place to communicate with
value chain workers, it would be the responsibility of the Procurement Director.
Providing
remedy
to
grievances
and
reporting
channels
The starting point is that there are no negative effects. Value chain workers can raise their
concerns through NoHo Partners’ whistleblowing channel, which is built and maintained by
a third party. The channel is available to everyone on the company’s website and there are
no specific instructions for its use. All reports submitted through the whistleblowing channel
are processed in accordance with the process. However, the company has not implemented
a separate mechanism to ensure the efficiency of the channel or to assess its effectiveness.
NoHo Partners does not have processes to ensure that value chain workers are aware of
the available reporting channels and are protected against retaliatory measures when using
them in place or plan to use such processes within a specified period.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set.
| 67
However, factors affecting working conditions and equal treatment of value chain workers
as
well as material impacts, risks and opportunities are monitored in day-to-day management,
for example in executive team meetings. Since the sustainability assessment is being
conducted for the first time on this scale, the impact of operational principles on
sustainability-related impacts, risks, or opportunities is not monitored. The policies will be
updated, the actions will be decided and the targets and target level will be set after three
reporting years in 2027, once sufficient data has been collected.
4.14. Impacts of business activities on customers and end-users
The impacts of business activities concern compromising the privacy of customers and
potential health risks caused by food products, as well as health and safety risks caused by
alcohol consumed in a restaurant. The impacts related to data protection and food safety
apply concern all restaurant customers and, with regard to the health risks of alcohol use,
adult customers. The main types of customers are described at a general level: all
customers, adult customers. Adult customers refer to customers who are allowed to drink
alcohol in restaurants. Customers have not been categorised according to characteristics
that could expose different customer types to greater impacts than others.
Business
activities
have
a
potential
negative
impact
on
customers'
data
protection
Any data protection risks arising from business activities concern customers in the
downstream value chains. The impacts related to data protection concern all restaurant
customers. The endangerment of customers’ data protection focuses on endangering
activities required by the GDPR protocol. A restaurant may compromise the privacy of
customers by, for example, sharing unauthorised customer data or feedback, using
surveillance cameras in breach of privacy protection, or misusing data collected through
loyal customer programmes and applications. NoHo Partners has appointed a data
protection officer. The company takes data protection regulations into account and complies
with the GDPR protocol. Should the infringement take place due to the company or a
business relationship, the impacts related to compromising customers’ privacy could be
serious. With regard to own operations, the impacts are related to damage to the company's
reputation.
Business
activities
have
a
potential
negative
impact
on
the
health
and
safety
of
customers
(safe
handling
of
food)
The restaurant business is based on offering meaningful experiences that include food
and/or (alcoholic) beverages.
lead to foodborne diseases, endangering the health and safety of customers. Food safety
impacts affect all restaurant customers. NoHo Partners monitors food safety through a self-
monitoring system required by legislation to ensure the safe handling of food. Product
information on food products is available to customers. The incidents are generally minor in
severity, but an individual incident, such as a dangerous allergic incident, may be more
serious.
Business
activities
have
a
potential
negative
impact
on
the
health
of
customers
(health
hazards
of
alcohol
consumption)
The impact of restaurants on the health of individuals through alcohol overuse is a complex
phenomenon related to the characteristics of the restaurant environment, such as alcohol
culture and consumer behaviour. Alcohol consumption has been decreasing steadily in
Finland since 2007. The proportion of alcohol served in NoHo Partners’ restaurants of total
consumption is so small that it does not harm public health, but from the point of view of an
individual customer, risk consumption of alcohol can have health effects (accidents, alcohol-
related illnesses). It is challenging to estimate the exact number of people exposed to health
risks due to alcohol consumption in specifically due to restaurants. With regard to the health
risks of alcohol consumption, the effects concern adult customers. NoHo Partners takes the
health and safety of consumers and changed consumer habits into account by offering
diverse restaurant experiences. The company sees the decrease in alcohol consumption as
an economic opportunity and believes that the trend can enable new business concepts in
the medium and long term.
Business
activities
have
a
potential
negative
impact
on
customer
safety
(harassment,
drunken or disorderly
behaviour)
Excessively drinking alcohol in a restaurant can sometimes lead to disturbances such as
harassment, fights or injuries. Harassment caused by drunken behaviour can occur in all
restaurants, but especially in late-opening entertainment venues, which can endanger the
safety of customers and personnel. The safety-related impacts concern adult customers.
Inadequate security measures, such as poor lighting and lack of supervision, can expose
restaurant customers to accidents or criminal activity, especially at night. Hospitality
companies must identify security risks and draw up procedures for them.
NoHo Partners prevents disruptions and promotes safety and security through training,
information, structural solutions that increase the safety of restaurant premises (e.g. lighting)
and by providing channels for reporting incidents. For example, in entertainment venues,
security reports any disruptions that have taken place. The company's whistleblowing
channel is available to all customers for anonymous reporting of incidents. At festivals, the
organiser has a harassment hotline in place. If the declining trend in alcohol consumption
continues, it may further reduce disturbances.
4.15. Policies related to consumers and end-users
NoHo Partners’ policies concerning the data protection, health and safety of end-users and
consumers are based on compliance with legislation and preventive actions. These
principles guide the company’s operations in all areas, and they apply to the self-monitoring
system, for example. The principles apply to all businesses and countries and the business
directors are responsible for implementing them. The views of key stakeholders are taken
| 68
into account and views are collected through customer feedback, customer satisfaction
(NPS) and the double materiality analysis, for example.
Legislation and guidelines
The privacy principles for consumers and end-users are based on the GDPR protocol,
which is publicly available online, for example. With regard to health and safety and
personal protection, the principles are based on legislation. In addition, NoHo Partners’
Code of Conduct defines the operating methods within the company and in relation to
customers, partners and society. The guidelines are based on NoHo Partners’ values, the
UN Declaration of Human Rights, Sustainable Development Goals (SDGs), the International
Labour Organization’s (ILO) Fundamental Principles and Rights at Work and the laws and
guidelines related to the company’s activities.
NoHo Partners requires its personnel to comply with the Code of Conduct in order to
respect the human rights of consumers and end-users. There is no separate monitoring
mechanism, but any shortcomings are addressed immediately. In the event of human rights
violations, the company assesses the situation and decides on measures based on the
incident (NoHo Partners has not been informed of any incidents of violations of the UN
Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental
Principles and Rights at Work or the OECD Guidelines for Multinational Enterprises. During
the reporting year, no amendments were made to the policies affecting end-users.
Engagement with consumers and end-users is based on customer contacts, feedback and
reports received through the whistleblowing channel.
Preventive activities
NoHo Partners ensures that its personnel have up-to-date expertise in the prevention,
mitigation or remediation of negative impacts, such as customer, food and hygiene safety.
Processes to engage with consumers and end-users, address concerns remediate
negative impacts
NoHo Partners maintains direct contact with consumers and end-users. Customers can give
feedback or raise concerns either personally or directly to the customer feedback channel
via the QR code on the payment receipt. If the customer has booked in advance, they will
receive a request for feedback by email after the visit. In addition, consumers and
customers can make contact via the restaurant’s website. The whistleblowing and customer
feedback channel is maintained by a third party. The company does not assess how aware
consumers and end-users are of these processes.
The business directors are responsible for ensuring that engaging takes place and that the
views and results are taken into account in the company’s operating methods. The
effectiveness of engagement is assessed based on customer satisfaction. There are no
separate policies in place for consumers or end-users who are particularly vulnerable to the
impacts, but the measures are the same for everyone. NoHo Partners monitors and
analyses feedback daily to ensure the effectiveness of the channels. The policies on the
protection of whistleblowers are described in section
5.1. Business
conduct
policies.
NoHo Partners becomes aware of a concern affecting consumers and end-users, the
business management or an administrative expert will investigate the details of the concern
and ensure that the necessary corrective measures are implemented. Actual or potential
negative impacts are always addressed on a case-by-case basis. There is no separate
process. Communication and corrective measures are governed by legislation. Measures
include processing customer feedback and making necessary changes to products or
services.
NoHo Partners has processes in place that can be used to remediate the situation, if
necessary, if material negative impacts occur. These processes are also guided by
legislation. The software introduced in 2024 guides safety management and provides the
opportunity to prevent and quickly address any shortcomings.
NoHo Partners has not set time-bound or outcome-oriented targets or actions to reduce the
negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. No specific qualitative or quantitative metrics have been set.
However, factors affecting consumers and end-users as well as material impacts, risks and
opportunities are monitored in day-to-day management, for example in executive team
meetings. Since the sustainability assessment is being conducted for the first time on this
scale, the impact of operational principles on sustainability-related impacts, risks, or
opportunities is not monitored. The policies will be updated, the actions will be decided and
the targets and target level will be set after three reporting years in 2027, once sufficient
data has been collected.
| 69
5. GOVERNANCE
Governance-related impacts, risks and opportunities have been identified and assessed as
part of the double materiality assessment process. In terms of business conduct, the
positive impacts of a strong corporate culture on business activities emerged as a material
sustainability matter. All policies related to material sustainability matters are based on
NoHo Partners’ ESG programme, which is available on the company’s website. These
policies cover all business activities in all of the Group’s operating countries. The Board of
Directors is responsible for the implementation of the policies.
NoHo Partners has not set time-bound or outcome-oriented targets or measures to reduce
the negative impacts of sustainability matters, promote positive impacts or manage material
risks and opportunities. The company does not have a scheduled plan to set measurable
outcome-oriented targets related to corruption or bribery, and they are not monitored.
However, the target level is that material impacts, risks and opportunities related to
corruption and bribery are monitored in day-to-day management, either in executive team
meetings or monthly meetings with shop stewards. Actual or potential negative impacts are
always addressed on a case-by-case basis and resources are allocated accordingly, and
there is no separate standardised process. Since the sustainability assessment is being
conducted for the first time on this scale, the impact of operational principles on
sustainability-related impacts, risks, or opportunities is not monitored. The policies will be
updated, the actions will be decided and the targets and target level will be set after three
reporting years in 2027, once sufficient data has been collected.
5.1. Business conduct policies
Mechanisms for identifying misconduct
Business activities include mechanisms to ensure that potential concerns or incidents of
misconduct are effectively identified, reported and investigated. The company's financial
management processes include several internal control points that support the prevention
and identification of misconduct. For example, cash reconciliations can reveal misconduct
and initiate investigations, which are processed according to a clearly defined process.
Protection of whistleblowers and management of incidents in the company
According to Directive (EU) 2019/1937, NoHo Partners as an organisation with more than
50 employees is required to maintain a whistleblowing channel. Policies aligned with the
Directive ensure compliance with international and EU requirements in the fight against
corruption and bribery. The channel ensures the anonymity of whistleblowers and complies
with all data protection requirements. The channel is maintained by an external service
provider. Reports will only be handled by appropriate persons and the investigation will be
carried out in a professional manner. The company trains its personnel in the use of the
channel and the proper implementation of the whistleblowing process. This ensures that
reports are handled fairly and that employees have a safe and confidential way to raise
concerns, even if the report turns out to be unjustified.
Practical implementation of the whistleblowing channel
The company has designated five trained persons to handle reports and they are bound by
an obligation of confidentiality. The system automatically registers all reports and sends the
whistleblower an acknowledgement of receipt as soon as the report is received. The
designated person in charge classifies the report and forwards it to the appropriate party for
processing, such as the HR, Finance or Head of Communications. If the report concerns the
person in charge, the matter is escalated to their supervisor. The person responsible for
processing the report takes the necessary measures to ensure the accuracy of the report
and for the remediation of any violations. The whistleblower is to be informed without delay
of the measures taken or planned.
Animal welfare policies
The company has taken the welfare of livestock into account as part of its policies in the
process of selecting contractual partners. In 2024, the company included a requirement to
take into account the welfare of livestock in the procurement agreements of the Finnish
business area. In the future, this requirement will also be extended to procurement
agreements of international business areas. NoHo Partners does not have an audit process
to ensure the welfare of livestock, but relies on the responsibility of its contract partners and
their own practices. The partners are reputable parties with their own programmes for
monitoring and promoting the welfare of livestock.
Training on business conduct within the organisation
The company organises internal training to support the competence development and well-
being of its workers. The trainings are aimed at different worker groups of the company,
including management, specialists, middle management and workers. The training courses
cover finance, management, supervisory work, customer service, safety, sustainability and
product development. Training courses are held regularly and their frequency and scope
vary according to the topic and need. In 2024, the company organised approximately 10
training days for middle management and restaurant and kitchen managers, focusing on
| 70
management and finance. These training courses support the development of the
organisation and the personnel’s ability to respond to business needs.
Material sustainability matters related to business conduct
The impacts, risks and opportunities related to business conduct have been identified and
assessed as part of the double materiality assessment. In terms of business conduct, the
positive impacts of a strong corporate culture on business activities as well as any cases of
corruption and bribery in the value chain emerged as material sustainability matters.
5.2. Impacts of business activities on corporate culture
Business activities have an actual positive impact on corporate culture
Corporate culture is an essential part of business activities, and it is based on community,
responsibility and a high-quality customer experience. The corporate culture evolves as the
result of the continuous and long-term work of each member of the organisation, and it is
strengthened every day. A strong corporate culture attracts and retains workers and
increases the trust of partners and customers.
Neglecting corporate culture can jeopardise business activities, lead to employee
dissatisfaction and create challenges throughout the value chain. Discrimination and
mistreatment at the workplace can damage reputation and trust. Non-compliance with
ethical practices in areas such as procurement, employment and sustainability can lead to
reputational damage and loss of customer trust. Neglect related to issues such as food
safety, employment relationships or harassment can lead to health violations, foodborne
diseases and whistleblowing reports. Failure to pay salaries could be an individual
reputationally-damaging event that would significantly reduce workers’ trust in the company.
On the other hand, a strong corporate culture and employer image are key factors in
attracting and retaining workers.
The task of the company’s administrative, management and supervisory bodies is to enable
the implementation of a good corporate culture. The company’s ability to anticipate factors
that have a negative impact on corporate culture, manage and resolve their impacts and
monitor the related risks is part of good management practice. NoHo Partners’ employee
benefits and good working conditions are appreciated. Wages that are higher than the
industry average also contribute to ensuring the availability of skilled labour. Based on
employer reputation, customer satisfaction and the results of the well-being survey, NoHo
Partner has a positive corporate culture.
5.3. Policies related to corporate culture
NoHo Partners’ operations are guided by the vision and values that support an
entrepreneurial attitude, respectful treatment and responsible operations. The policies
related to strengthening the corporate culture focus on the development of management,
competence, personnel well-being and the customer experience. The principles cover all
businesses and countries.
The corporate culture is continuously developed. The task of the company’s administrative,
management and supervisory bodies is to facilitate the implementation of a good corporate
culture. The company’s policy is to develop management, supervisory work and personnel
competence. With regard to personnel well-being, the principle is to promote a safe working
environment, diversity and equality. Customer experience is seen as one of the
cornerstones of the company’s success. The policy is to take customer needs into account
and develop urban culture through diverse restaurant experiences.
5.4. Impact of business activities on corruption and bribery
The supply chain of business activities (primary food and beverage production) has a
potential negative impact on corruption and bribery
With regard to business activities, the potential negative impacts of corruption and bribery
are focused on the procurement of products and services and with regard to the value
chain, on the manufacturers and producers of products and services. Finland has regulatory
and monitoring mechanisms to combat corruption. Restaurants must ensure compliance
with these regulations and provide adequate training to prevent corruption and bribery.
Corruption or bribery can lead to legal liabilities, such as fines and criminal prosecution.
With regard to the supply chain, cases of bribery and corruption are possible, albeit
individual cases.
The risk of corruption and bribery can also be related to the supply chain. NoHo Partners
may unknowingly procure ingredients, products or services, such as cleaning and
maintenance services, from suppliers that violate the law in relation to corruption and
bribery. Procurement is mainly handled centrally, using mainly suppliers with
comprehensive audit programmes. Incidents are rare. The company reacts immediately if
individual incidents arise. In the medium and long term, corruption and bribery risks in the
supply chain can be further reduced as sustainability reporting becomes more common and
information more widely available.
Incidents of corruption and bribery
Of the company’s internal functions, employees in responsible positions, such as
management, administration and managers, are most susceptible to corruption and bribery.
The company’s Code of Conduct addresses this risk and emphasises that the duties may
| 71
normally include the receipt of food and beverages. The purpose of the Code is to guide
employees to act ethically and to avoid situations where the risk of bribery or corruption may
materialise. During the reporting period, NoHo Partners did not have any incidents in which
the company or its employees were directly involved in corruption or bribery. During the
reporting period, the company was also not aware of any incidents of suppliers violating
anti-corruption and anti-bribery laws. The number of sentences and the amount of fines are
zero (0).
The company has prepared the Code of Conduct that serves as a key tool in the fight
against corruption and bribery. In addition to the preparation of the Code of Conduct, no
other measures have been necessary, as no suspected incidents have emerged during the
reporting period. The company has procedures in place to prevent, detect and address
corruption and bribery in accordance with the requirements. The purpose of these policies is
to promote transparency and to ensure that employees and suppliers are aware of the
company’s policies.
5.5. Anti-corruption and anti-bribery policy
NoHo Partners’ policy related to corruption and bribery is based on compliance with
legislation and preventive activities. The policy guides operations in all areas, including the
company’s self-monitoring system. The policy covers all businesses and countries and the
business group directors are responsible for implementing it. The views of key stakeholders
can be taken into account through reports received through the whistleblowing channel, for
example.
NoHo Partners aims to prevent cases of corruption and bribery by ensuring that its
personnel are aware of comprehensive and clear instructions and operating principles.
The
guidelines and policies are presented in the company’s Code of Conduct. They are part of
the employee orientation and are available to everyone in both Finnish and English in the
company’s internal communications channel. NoHo Partners is in the process of adopting a
model in which the Code of Conduct is reviewed once a year and a member of staff signs it
as read once they have received the Code. Prevention also includes internal audits that are
carried out if something abnormal is observed at a location.
The finance unit is responsible for the internal audit process. There is a whistleblowing
channel for reporting any illegal activities. The reports received are processed in a secure,
fair and transparent manner in accordance with the agreed process. The Code of Conduct
and whistleblowing channel are available on the company’s website and on the internal
communications platform.
Investigation process
The investigation process is based on ensuring impartiality and independence. All
investigations are fully segregated from the persons involved. The results of the
investigation processes are reported to management. This reporting is carried out by the HR
or CFO, who inform the Group management of the results of the processes. This ensures
effective monitoring and support for decision-making. No further measures need to be
planned. The company ensures that its policies are available and understandable to those
for whom they are relevant. The Company also organises anti-corruption and anti-bribery
training programmes based on the Code of Conduct. Training is provided using the same
model for all personnel groups, including administration and management.
Code of Conduct
The company provides anti-corruption and anti-bribery training. The training is based on the
company’s Code of Conduct. The Code of Conduct defines how NoHo Partners operates as
a company and in relation to customers, partners and society. The Code of Conduct covers
all (100%) risks related to corruption and bribery, such as money laundering, bribery,
extortion, tax evasion and fraud. The Code applies to all of the company’s functions and
units, including subsidiaries, without any specific targeting. Training is provided to the entire
personnel, as well as members of the administrative, management and supervisory bodies.
The Code of Conduct is part of the orientation of new employees, which ensures that all
employees are aware of its content and effects. It is also always available to all employees
via the internal communication platform. NoHo Partners is in the process of adopting a
model in which the Code of Conduct will be sent to all employees to read every year. The
purpose is to remind the personnel of the importance of the matter and bring each individual
to it.
5.6. NoHo Partners Plc’s governance
NoHo Partners Plc’s governance is based on the Articles of Association, the Finnish Limited
Liability Companies Act and the rules and regulations issued by Nasdaq Helsinki Ltd
concerning listed companies. In addition, NoHo Partners complies with the currently valid
Finnish Corporate Governance Code approved by the Finnish Securities Market
Association.
Annual General Meeting
The tasks of the Annual General Meeting as the highest decision-making body of the
company are determined by the Limited Liability Companies Act and the Articles of
Association. The Annual General Meeting is held within six months from the end of the
financial period.
| 72
The Annual General Meeting decides, among other things, on the adoption of the financial
statements, the distribution of profits and discharging the members of the Board of Directors
and the CEO from liability. It also elects the members of the Board of Directors and the
auditor. The Annual General Meeting also decides on the remuneration to be paid to the
members of the Board of Directors and the auditor. The Annual General Meeting may also
decide, for example, on amendments to the Articles of Association or authorise the Board of
Directors to decide, for example, on share issues or the repurchase of own shares.
Extraordinary General Meetings are convened when the Board of Directors deems it
necessary or when required by law.
Tasks and composition of the Board of Directors
The Board of Directors is responsible for the company’s administration and the appropriate
organisation of its operations. It is the duty of the Board of Directors to promote the interests
of the company and all of its shareholders. According to the Articles of Association of NoHo
Partners, the Annual General Meeting selects between five and seven members for NoHo
Partners Plc’s Board of Directors. The term of office of the members of the Board of
Directors begins at the close of the Annual General Meeting and ends at the close of the
next Annual General Meeting following the election. The Board of Directors or Annual
General Meeting elects the Chairman. The Board of Directors of NoHo Partners has two
committees: the Audit Committee and the Remuneration Committee.
Expertise
of
the
administrative,
management
and
supervisory
bodies
on
business
conduct
matters
In accordance with the company's objective, when it comes to the composition of the Board
of Directors and management, the goal is to appoint members with diverse and
complimentary industry and market expertise, experience, diverse professional and
educational backgrounds and from both genders, so that the diversity of the Board of
Directors supports NoHo Partners’ business and future in the best possible way. The
diversity of the Board of Directors enables a variety of views in decision-making and
ensures high-quality operation as well as promotes efficient monitoring of management.
Audit Committee and Remuneration Committee
The Audit Committee assists the Board of Directors in ensuring the legality, transparency
and clarity of the company's financial reporting and accounting methods as well as the
financial statements and other financial information provided by the company. The
Remuneration Committee assists the Board of Directors in matters related to the
remuneration of the senior management and is responsible for preparing proposals for the
remuneration of the Board members for the Annual General Meeting. In addition, the
committee monitors and assesses the competitiveness of the company's remuneration and
incentive schemes and their development.
CEO and Executive Team
NoHo Partners Plc’s Board of Directors appoints the company’s CEO and Deputy CEO,
supervises their work and decides on the remuneration and benefits to be paid and the
conditions of the post. The CEO is in charge of the parent company’s and the Group’s
operative management and control in accordance with legislation and the guidelines given
by the Board of Directors. In addition, the CEO manages the daily operations of the
company and of the Group in accordance with the instructions and orders issued by the
Board of Directors.
The CEO is directly responsible for the planning and implementation of the strategy and the
corresponding investments, for ensuring that the bookkeeping is carried out as required by
the law and that the company’s financial management has been organised in a reliable
manner. The CEO serves as the Chairman of the Executive Team. The CEO monitors
decisions related to executive level persons, as well as important operative decisions. He or
she also ensures that the subsidiaries of the Group operate in the interests of the parent
company and endorse the Group’s strategy.
The CEO takes care of the operational business with the assistance of the Executive Team.
The Executive Team prepares and makes decisions in matters within the CEO’s decision-
making power. The tasks of the Executive Team include planning and implementing the
company’s strategy, management of business operations, result monitoring, annual
planning, preparing proposals to the Board of Directors and the management of
investments, corporate acquisitions and operational change plans. The Executive Team
convenes monthly and is chaired by the company’s CEO.
Audit
The main task of the statutory audit is to ensure that the financial statements give a true and
fair view of the Group’s results and financial position for the financial period. NoHo Partners’
financial period is the calendar year. Auditing is carried out in accordance with the relevant
acts and the Articles of Association. In practice, the auditing work is carried out during the
financial period by inspecting the business operations and administration, and as an actual
financial statements audit after the financial period has ended.
According to the Articles of Association, the company must have one auditor that is an
auditing firm approved by the Finland Chamber of Commerce. The auditor is elected
annually at the Annual General Meeting. The term of office of the auditor ends at the close
of the next Annual General Meeting.
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Appendices
Appendix A
List of Disclosure requirements
Standard
Disclosure
Requirement
Paragraph
ESRS 2 – General disclosures
BP-1
1.1. General basis for preparation of the
sustainability statement
ESRS 2 – General disclosures
BP-2
1.2. Disclosures in relation to specific
circumstances
ESRS 2 – General disclosures
GOV-1
1.3. The role of the administrative,
management and supervisory bodies
ESRS 2 – General disclosures
GOV-2
1.3. The role of the administrative,
management and supervisory bodies
ESRS 2 – General disclosures
GOV-3
1.3. The role of the administrative,
management and supervisory bodies
ESRS 2 – General disclosures
GOV-4
1.4. Statement on sustainability due diligence
ESRS 2 – General disclosures
GOV-5
1.5. Risk management and internal controls
over the sustainability statement
ESRS 2 – General disclosures
SBM-1
Sustainability Statement
1.1. General basis for preparation of the
sustainability statement
ESRS 2 – General disclosures
SBM-2
1.1. General basis for preparation of the
sustainability statement
ESRS 2 – General disclosures
SBM-3
2. Double materiality assessment
2.2. Material sustainability matters
Standard
Disclosure
Requirement
Paragraph
3.1. Business impacts on climate change
adaptation
3.3. Business impacts on climate change
mitigation
3.7. Business impacts on food waste
generation and resource management
4.2. Impacts of business activities on working
conditions
4.4. Impacts of business activities on equal
treatment
4.12. Impacts of business activities on value
chain workers
4.14. Impacts of business activities on
customers and end-users
5.2. Impacts of business activities on
corporate culture
5.4. Impact of business activities on corruption
and bribery
ESRS 2 – General disclosures
IRO-1
2. Double materiality assessment
2.1. Methodology
2.2. Material sustainability matters
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Standard
Disclosure
Requirement
Paragraph
3.1. Business impacts on climate change
adaptation
3.7. Business impacts on food waste
generation and resource management
4. People and community
5.1. Business conduct policies
ESRS 2 – General disclosures
IRO-2
2.1. Methodology
Annex A
Annex B
ESRS 2 – General disclosures
MDR-P
1.3. The role of the administrative,
management and supervisory bodies
2.2. Material sustainability matters
3. Environment and climate
3.2. Policies related to climate change
adaptation
3.4. Policies related to climate change
mitigation
3.8. Policies related to waste management
3.9. Policies related to resource management
4. People and community
4.3. Policies related to the development of
working conditions
4.5. Policies related to equal treatment
Standard
Disclosure
Requirement
Paragraph
4.13. Policies related to the working conditions
and rights of value chain workers
4.15. Policies related to consumers and end-
users
5. Governance
5.3. Policies related to corporate culture
5.5. Anti-corruption and anti-bribery policy
ESRS 2 – General disclosures
MDR-A
2.2. Material sustainability matters
3.2. Policies related to climate change
adaptation
3.4. Policies related to climate change
mitigation
3.8. Policies related to waste management
3.9. Policies related to resource management
4.1. Policies related to human rights of the
labour force
4.3. Policies related to the development of
working conditions
4.5. Policies related to equal treatment
4.13. Policies related to the working conditions
and rights of value chain workers
4.15. Policies related to consumers and end-
users
5. Governance
ESRS 2 – General disclosures
MDR-M
2.2. Material sustainability matters
| 75
Standard
Disclosure
Requirement
Paragraph
ESRS 2 – General disclosures
MDR-T
2.2. Material sustainability matters
3.2. Policies related to climate change
adaptation
3.4. Policies related to climate change
mitigation
3.8. Policies related to waste management
3.9. Policies related to resource management
4.1. Policies related to human rights of the
labour force
4.3. Policies related to the development of
working conditions
4.5. Policies related to equal treatment
4.13. Policies related to the working conditions
and rights of value chain workers
4.15. Policies related to consumers and end-
users
5. Governance
E1 –Climate change
GOV-3
1.3. The role of the administrative,
management and supervisory bodies
E1 – Climate change
SBM-3
3.1 Business impacts on climate change
adaptation
E1 – Climate change
IRO-1
2.2. Material sustainability matters
3.1. Business impacts on climate change
adaptation
3.3. Business impacts on climate change
mitigation
Standard
Disclosure
Requirement
Paragraph
E1 – Climate change
E1-1
3.4. Policies related to climate change
mitigation
E1 – Climate change
E1-2
2.2 Material sustainability matters
3.2. Policies related to climate change
adaptation
3.4. Policies related to climate change
mitigation
E1 – Climate change
E1-3
3.2. Policies related to climate change
adaptation
3.4. Policies related to climate change
mitigation
E1 – Climate change
E1-4
3.2. Policies related to climate change
adaptation
3.4. Policies related to climate change
mitigation
E1 – Climate change
E1-5
3.5. Energy consumption and mix
E1 – Climate change
E1-6
3.6. Gross Scopes 1, 2, 3 and Total GHG
emissions
E1 – Climate change
E1-9
3. Environment and climate
E2 – Pollution
IRO-1
2.2. Material sustainability matters
E3 – Water & marine resources
IRO-1
2.2. Material sustainability matters
E4 – Biodiversity & ecosystems
IRO-1
2.2. Material sustainability matters
E5 – Resource use & circular
economy
IRO-1
2.1. Methodology
2.2. Material sustainability matters
| 76
Standard
Disclosure
Requirement
Paragraph
3.7. Business impacts on food waste
generation and resource management
E5 – Resource use & circular
economy
E5-1
3.8. Policies related to waste management
3.9. Policies related to resource management
E5 – Resource use & circular
economy
E5-2
3.8. Policies related to waste management
3.9. Policies related to resource management
E5 – Resource use & circular
economy
E5-3
3.8. Policies related to waste management
3.9. Policies related to resource management
E5 – Resource use & circular
economy
E5-4
3.10. Resource inflows
E5 – Resource use & circular
economy
E5-5
3.11. Resource outflows
E5 – Resource use & circular
economy
E5-6
3. Environment and climate
S1 – Own workforce
SBM - 2
1.1. General basis for preparation of the
sustainability statement
S1 – Own workforce
SBM - 3
4. People and community
4.2. Impacts of business activities on working
conditions
4.4. Impacts of business activities on equal
treatment
S1 – Own workforce
S1-1
4.1. Policies related to human rights of the
labour force
4.3. Policies related to the development of
working conditions
Standard
Disclosure
Requirement
Paragraph
4.5. Policies related to equal treatment
4.10. Engaging with personnel
S1 – Own workforce
S1-2
4.5. Policies related to equal treatment
4.10. Engaging with personnel
S1 – Own workforce
S1-3
4.10. Engaging with personnel
S1 – Own workforce
S1-4
4.1. Policies related to human rights of the
labour force
4.3. Policies related to the development of
working conditions
4.5. Policies related to equal treatment
S1 – Own workforce
S1-5
4.1. Policies related to human rights of the
labour force
4.3. Policies related to the development of
working conditions
4.5. Policies related to equal treatment
S1 – Own workforce
S1-6
1.1. General basis for preparation of the
sustainability statement
4.11. Group workers
S1 – Own workforce
S1-7
4.11. Group workers
S1 – Own workforce
S1-9
4.11. Group workers
S1 – Own workforce
S1-10
4.6. Realisation of equal pay
S1 – Own workforce
S1-11
4.3. Policies related to the development of
working conditions
| 77
Standard
Disclosure
Requirement
Paragraph
S1 – Own workforce
S1-13
4.8. Training and skills development, as well
as strengthening the appeal and retention of
the industry
S1 – Own workforce
S1-14
4.7. Health and safety
S1 – Own workforce
S1-16
4.6. Realisation of equal pay
S1 – Own workforce
S1-17
4.9. Incidents of harassment and
discrimination
S2 – Workers in the value chain
SBM - 2
1.1. General basis for preparation of the
sustainability statement
S2 – Workers in the value chain
SBM - 3
4. People and community
4.12. Impacts of business activities on value
chain workers
S2 – Workers in the value chain
S2-1
4.13. Policies related to the working conditions
and rights of value chain workers
S2 – Workers in the value chain
S2-2
4.13. Policies related to the working conditions
and rights of value chain workers
S2 – Workers in the value chain
S2-3
4.13. Policies related to the working conditions
and rights of value chain workers
S2 – Workers in the value chain
S2-4
4.13. Policies related to the working conditions
and rights of value chain workers
S2 – Workers in the value chain
S2-5
4.13. Policies related to the working conditions
and rights of value chain workers
S4 – Consumers & end-users
SBM-2
1.1. General basis for preparation of the
sustainability statement
S4 – Consumers & end-users
SBM-3
4. People and community
Standard
Disclosure
Requirement
Paragraph
4.14. Impacts of business activities on
customers and end-users
S4 – Consumers & end-users
S4-1
4.15. Policies related to consumers and end-
users
S4 – Consumers & end-users
S4-2
4.15. Policies related to consumers and end-
users
S4 – Consumers & end-users
S4-3
4.15. Policies related to consumers and end-
users
S4 – Consumers & end-users
S4-4
4.15. Policies related to consumers and end-
users
S4 – Consumers & end-users
S4-5
4.15. Policies related to consumers and end-
users
G1 – Business conduct
GOV-1
5.6. NoHo Partners Plc’s governance
G1 – Business conduct
IRO-1
2. Double materiality assessment
G1 – Business conduct
G1-1
4.15. Policies related to consumers and end-
users
5.1. Business conduct policies
5.3. Policies related to corporate culture
5.4. Impact of business activities on corruption
and bribery
5.5. Anti-corruption and anti-bribery policy
G1 – Business conduct
G1-3
5.5. Anti-corruption and anti-bribery policy
G1 – Business conduct
G1-4
5.4. Impact of business activities on corruption
and bribery
| 78
Appendix B
List of datapoints in cross-cutting and topical standards that derive from other EU legislation
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS 2 GOV-1
Board's gender diversity paragraph 21 (d)
Indicator n.13 of
Table #1 of Annex 1
Commission Delegated
Regulation (CDR)
(EU) 2020/1816(5)*,
Annex II
Relevant
1.3. The role of the administrative,
management and supervisory bodies
ESRS 2 GOV-1
Percentage of board members who are
independent paragraph 21 (e)
Delegated Regulation (EU)
2020/1816, Annex II
Relevant
1.3. The role of the administrative,
management and supervisory bodies
ESRS 2 GOV-4
Statement on due diligence paragraph 30
Indicator n. 10
Table #3 of Annex 1
Relevant
1.4. Statement on sustainability due
diligence
ESRS 2 SBM-1
Involvement in activities
related to fossil fuel activities paragraph
40 (d) i
Indicators n. 4 Table
#1 of Annex 1
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453(6)*
Table 1: Qualitative information on
Environmental risk and Table 2:
Qualitative information on Social risk.
Delegated Regulation (EU)
2020/1816, Annex II
Not relevant
ESRS 2 SBM-1
Involvement in activities
related to chemical production
paragraph 40 (d) ii
Indicator n. 9 Table
#2 of Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Not relevant
ESRS 2 SBM-1
Involvement in activities related to
controversial weapons paragraph 40 (d) iii
Indicator n. 14
Table #1 of Annex 1
Delegated Regulation (EU)
2020/1818(7)*,
Article 12(1)
Delegated Regulation (EU)
2020/1816,
Annex II
Not relevant
ESRS 2 SBM-1
Involvement in activities
related to cultivation and production of
tobacco paragraph 40 (d) iv
Delegated Regulation (EU)
2020/1818,
Article 12(1)
Delegated Regulation (EU)
2020/1816,
Annex II
Not relevant
| 79
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS E1-1
Transition plan to reach climate neutrality
by 2050 paragraph 14
Regulation (EU)
2021-
1119 Article 2 (1)
Incomplete data
3.4. Policies related to climate
change mitigation
ESRS E1-1
Undertakings excluded from Paris-aligned
Benchmarks paragraph 16 (g)
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 Template
1: Banking book- Climate Change
transition risk: Credit quality of
exposures by sector, emissions and
residual maturity
Delegated Regulation (EU)
2020/1818, Article12.1 (d)
to (g), and Article 12.2
Incomplete data
3.4. Policies related to climate
change mitigation
ESRS E1-4
GHG emission reduction targets
paragraph 34
Indicator n. 4 Table
#2
of Annex 1
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 Template
3: Banking book – Climate change
transition risk: alignment metrics
Delegated Regulation (EU)
2020/1818, Article 6
Incomplete data
3.4. Policies related to climate
change mitigation
ESRS E1-5 Energy consumption from
fossil sources disaggregated by sources
(only high climate impact sectors)
paragraph 38
Indicator number 5
Table #1 and
Indicator n. 5 Table
#2 of Annex 1
Not relevant
ESRS E1-5 Energy consumption and mix
paragraph 37
Indicator number 5
Table #1 of Annex 1
Relevant
3.5. Energy consumption and mix
ESRS E1-5
Energy intensity associated with activities
in high climate impact sectors paragraphs
40 to 43
Indicator n. 6 Table
#1 of Annex 1
Not relevant
ESRS E1-6
Gross Scope 1, 2, 3 and Total GHG
emissions paragraph 44
Indicators n. 1 and 2
Table #1 of Annex 1
Article 449a; Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 Template
1: Banking book – Climate change
transition risk: Credit quality of
exposures by sector, emissions and
residual maturity
Delegated Regulation (EU)
2020/1818, Article 5(1), 6
and 8(1)
Relevant
3.6. Gross Scopes 1, 2, 3 and Total
GHG emissions
| 80
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS E1-6
Gross GHG emissions intensity
paragraphs 53 to 55
Indicators n. 3 Table
#1 of Annex 1
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 Template
3: Banking book – Climate change
transition risk: alignment metrics
Delegated Regulation (EU)
2020/1818, Article 8(1)
Relevant
3.6. Gross Scopes 1, 2, 3 and Total
GHG emissions
ESRS E1-7
GHG removals and carbon credits
paragraph 56
Regulation (EU)
2021/1119 Article
2 (1)
Not relevant
ESRS E1-9
Exposure of the benchmark portfolio to
climate-related physical risks
paragraph 66
Delegated Regulation (EU)
2020/1818, Annex II
Delegated Regulation (EU)
2020/1816, Annex II
Phase-in
3. Environment and climate
ESRS E1-9 Disaggregation of monetary
amounts by acute and chronic physical
risk paragraph 66 (a)
ESRS E1-9
Location of significant assets at material
physical risk paragraph 66 (c).
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 paragraphs
46 and 47; Template 5: Banking book -
Climate change physical risk:
Exposures subject to physical risk
Phase-in
3. Environment and climate
ESRS E1-9
Breakdown of the carrying value of its real
estate assets by energy-efficiency classes
paragraph 67 (c).
Article 449a Regulation (EU) No
575/2013; Commission Implementing
Regulation (EU) 2022/2453 paragraph
34;T emplate 2:Banking book -Climate
change transition risk: Loans
collateralised by immovable property -
Energy efficiency of the collateral
Phase-in
3. Environment and climate
ESRS E1-9
Degree of exposure of the portfolio to
climate- related opportunities paragraph
69
Delegated Regulation (EU)
2020/1818, Annex II
Phase-in
3. Environment and climate
ESRS E2-4
Amount of each pollutant listed in Annex II
of the E- PRTR Regulation (European
Pollutant Release and Transfer Register)
emitted to air, water and soil, paragraph
28
Indicator number 8
Table #1 of Annex 1
Indicator number 2
Table #2 of Annex 1
Indicator number 1
Table #2 of Annex 1
Indicator number 3
Table #2 of Annex 1
Not relevant
| 81
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS E3-1
Water and marine resources paragraph 9
Indicator n. 7 Table
#2 of Annex 1
Not relevant
ESRS E3-1
Dedicated policy paragraph 13
Indicator n.8 Table
2 of Annex 1
Not relevant
ESRS E3-1
Sustainable oceans and seas paragraph
14
Indicator n. 12
Table #2 of Annex 1
Not relevant
ESRS E3-4
Total water recycled and reused
paragraph 28 (c)
Indicator n. 6.2
Table #2 of Annex 1
Not relevant
ESRS E3-4
Total water consumption in m3 per net
revenue on own operations paragraph 29
Indicator n. 6.1
Table #2 of Annex 1
Not relevant
ESRS 2 – SBM-3 – E4 paragraph 16 (a) i
Indicator n. 7 Table
#1 of Annex 1
Not relevant
ESRS 2 – SBM-3 – E4 paragraph 16 (b)
Indicator n. 10
Table #2 of Annex 1
Not relevant
ESRS 2 – SBM-3 – E4 16 paragraph 16 c
Indicator number 14
Table #2 of Annex 1
Not relevant
ESRS E4-2 Sustainable land / agriculture
practices or policies paragraph 24 (b)
Indicator n.11 Table
#2 of Annex 1
Not relevant
ESRS E4-2 Sustainable oceans / seas
practices or policies paragraph 24 c)
Indicator n. 12
Table #2 of Annex 1
Not relevant
ESRS E4-2 Policies to address
deforestation paragraph 24 (d)
Indicator n. 15
Table #2 of Annex 1
Not relevant
ESRS E5-5
Non-recycled waste paragraph 37 (d)
Indicator n. 13
Table #2 of Annex 1
Relevant
3.11. Resource outflows
| 82
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS E5-5
Hazardous waste and radioactive waste
paragraph 39
Indicator n.9 Table
#1 of Annex 1
Relevant
3.11. Resource outflows
ESRS 2- SBM3 - S1
Risk of incidents of forced labour
paragraph 14 (f)
Indicator 13 Table
#3 of Annex I
Not relevant
ESRS 2- SBM3 - S1
Risk of incidents of child labour paragraph
14 (g)
Indicator 12 Table
#3 of Annex I
Not relevant
ESRS S1-1
Human rights policy commitments
paragraph 20
Indicator n. 9 Table
#3 and Indicator n.
11 Table #1 of
Annex I
Relevant
4.1. Policies related to human rights
of the labour force
ESRS S1-1
Due diligence policies on issues
addressed by the fundamental
International Labor Organisation
Conventions 1 to 8,
paragraph 21
Delegated Regulation (EU)
2020/1816, Annex II
Relevant
4.1. Policies related to human rights
of the labour force
ESRS S1-1
processes and measures for preventing
trafficking in human beings
paragraph 22
Indicator n.11 Table
#3 of Annex I
Relevant
4.1. Policies related to human rights
of the labour force
ESRS S1-1
workplace accident prevention policy or
management system paragraph 23
Indicator n.1 Table
#3 of Annex I
Relevant
4.3. Policies related to the
development of working conditions
ESRS S1-3
grievance/complaints
handling mechanisms paragraph 32 (c)
Indicator n. 5 Table
#3 of Annex I
Relevant
4.10. Engaging with personnel
ESRS S1-14
Number of fatalities and number and rate
of work-related accidents paragraph
88 (b) and (c)
Indicator n. 2 Table
#3 of Annex I
Delegated Regulation (EU)
2020/1816, Annex II
Relevant
4.7. Health and safety
| 83
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS S1-14
Number of days lost to injuries, accidents,
fatalities or illness paragraph 88 (e)
Indicator n. 3 Table
#3 of Annex I
Phase-in
ESRS S1-16
Unadjusted gender pay gap and weighted
average gender pay gap paragraph 97 (a)
Indicator n. 12
Table #1 of Annex I
Delegated Regulation (EU)
2020/1816, Annex II
Relevant
4.6. Realisation of equal pay
ESRS S1-16
Excessive CEO pay ratio paragraph 97
(b)
Indicator n. 8 Table
#3 of Annex I
Relevant
4.6. Realisation of equal pay
ESRS S1-17
Incidents of discrimination paragraph 103
(a)
Indicator n. 7 Table
#3 of Annex I
Relevant
4.9. Incidents of harassment and
discrimination
ESRS S1-17 Non-
respect of UNGPs on Business and
Human Rights and OECD paragraph 104
(a)
Indicator n. 10
Table #1 and
Indicator n. 14
Table #3 of Annex I
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818 Art 12 (1)
Relevant
4.9. Incidents of harassment and
discrimination
ESRS 2- SBM3 – S2
Significant risk of child labour or forced
labour in the value chain
paragraph 11 (b)
Indicators n. 12 and
n. 13 Table #3 of
Annex I
Relevant
4.12. Impacts of business activities
on value chain workers
ESRS S2-1
Human rights policy commitments
paragraph 17
Indicator n. 9 Table
#3 and Indicator n.
11 Table #1 of
Annex 1
Relevant
4.13. Policies related to the working
conditions and rights of value chain
workers
ESRS S2-1 Policies related to value chain
workers paragraph 18
Indicator n. 11 and
n. 4 Table #3 of
Annex 1
Relevant
4.13. Policies related to the working
conditions and rights of value chain
workers
ESRS S2-1 Non-respect of UNGPs on
Business and Human Rights principles
and OECD guidelines paragraph 19
Indicator n. 10
Table #1 of Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818, Art 12 (1)
Relevant
4.13. Policies related to the working
conditions and rights of value chain
workers
| 84
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
ESRS S2-1
Due diligence policies on issues
addressed by the fundamental
International Labor Organisation
Conventions 1 to 8, paragraph 19
Delegated Regulation (EU)
2020/1816, Annex II
Relevant
4.13. Policies related to the working
conditions and rights of value chain
workers
ESRS S2-4 Human rights issues and
incidents connected to its upstream and
downstream value chain
paragraph 36
Indicator n. 14
Table #3 of Annex 1
Incomplete data
4.13. Policies related to the working
conditions and rights of value chain
workers
ESRS S3-1
Human policy commitments paragraph 16
Indicator n. 9 Table
#3 of Annex 1 and
Indicator n. 11
Table #1 of Annex 1
Not relevant
ESRS S3-1
non-respect of UNGPs on Business and
Human Rights, ILO principles or and
OECD guidelines paragraph 17
Indicator n. 10
Table
#1 Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818, Art 12 (1)
Not relevant
ESRS S3-4
Human rights issues and incidents
paragraph 36
Indicator number 14
Table #3 of Annex 1
Not relevant
ESRS S4-1 Policies related to consumers
and end-users
paragraph 16
Indicator n. 9 Table
#3 and Indicator n.
11 Table #1 of
Annex 1
Relevant
4.15. Policies related to consumers
and end-users
ESRS S4-1
Non-respect of UNGPs on Business and
Human Rights and
OECD guidelines paragraph 17
Indicator 10 Table
#1 of Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Delegated Regulation (EU)
2020/1818, Art 12 (1)
Relevant
4.15. Policies related to consumers
and end-users
ESRS S4-4
Human rights issues and incidents
paragraph 35
Indicator n. 14
Table #3 of Annex 1
Incomplete data
4.15. Policies related to consumers
and end-users
ESRS G1-1
United Nations Convention against
Indicator n. 15
Table #3 of Annex 1
Relevant
5.1. Business conduct policies
| 85
Disclosure Requirement and
related datapoint
SFDR
reference
Pillar 3
reference
Benchmark regulation
reference
EU Climate Law
reference
Relevant/Not
relevant
Paragraph
Corruption paragraph
10 (b)
ESRS G1-1
Protection of whistle-blowers
paragraph 10 (d)
Indicator n. 6 Table
#3 of Annex 1
Relevant
5.1. Business conduct policies
ESRS G1-4
Fines for violation of anti-corruption and
anti-bribery laws paragraph 24 (a)
Indicator n. 17
Table #3 of Annex 1
Delegated Regulation (EU)
2020/1816, Annex II)
Relevant
5.4. Impact of business activities on
corruption and bribery
ESRS G1-4
Standards of anti-corruption and anti-
bribery paragraph 24 (b)
Indicator 16 Table
#3 of Annex 1
Relevant
5.4. Impact of business activities on
corruption and bribery
| 87
CORPORATE
GOVERNANCE
STATEMENT
2024
NoHo Partners Plc’s corporate governance is based on the Articles of Association, the
Finnish Companies Act and Nasdaq Helsinki Ltd’s rules and regulations on listed
companies. Furthermore, NoHo Partners complies with the valid Finnish Corporate
Governance Code adopted by the Securities Market Association. The Corporate
Governance Code is available at cgfinland.fi/en.
The statement is not updated during the financial period, but up-to-date information is
available at noho.fi/en.
GOVERNANCE STRUCTURE
NoHo Partners’ administrative bodies are the Annual General Meeting, the Board of
Directors and its committees, the CEO and the Executive Management Team.
ANNUAL GENERAL MEETING
The tasks of the Annual General Meeting as the highest decision-making body of the
company are defined in the Limited Liability Companies Act and in the Articles of
Association. At the Annual General Meeting, the shareholders exercise their decision-
making power in matters related to the company. The Annual General Meeting is held within
six months from the end of the financial period. The Board summons the Annual General
Meeting and decides where and when it will be held. The Articles of Association state that
the notice of the Annual General Meeting is published for the shareholders’ information at
least on the company’s website no earlier than three months and no later than three weeks
prior to the Annual General Meeting. However, the notice must be published at least nine
days before the record date of the Annual General Meeting.
The Board of Directors summons an Extraordinary General Meeting when it considers it
necessary or when required by the law.
BOARD OF DIRECTORS
The Board of Directors has general authority in all the company’s matters that have not
been designated by law or the Articles of Association to be decided or implemented by other
bodies. The Board of Directors is responsible for the company’s administration and the
proper organisation of its operations. The Board of Directors confirms the company’s
strategy, risk management principles and values observed in the company’s operations,
approves its business plan and decides on significant investments. In addition, the Board of
Directors’ tasks include assessing the independence of the auditor and the non-audit
services.
The operations of the Board of Directors follow current legislation, guidelines issued by the
stock exchange, other official regulations and the company’s Articles of Association.
Since 2008, the Chairman of the Board of Directors has been Timo Laine. The work of the
Board of Directors is organised in accordance with the currently valid rules of procedure of
the Board of Directors. The rules of procedure are available on the company’s website.
SELECTION, TERM OF OFFICE AND COMPOSITION OF THE MEMBERS OF THE
BOARD OF DIRECTORS
According to the Articles of Association, the Board of Directors shall be composed of five to
seven members elected by the Annual General Meeting. The term of the members of the
Board of Directors begins at the end of the Annual General Meeting in which he or she has
been elected and expires at the end of the AGM following the election. The Board of
Directors or Annual General Meeting elects the Chairman. In the composition of the Board
of Directors, the goal is to appoint members with diverse and complimentary industry and
market experience, expertise and professional and educational backgrounds as well as from
both genders, so that the diversity of the Board of Directors supports NoHo Partners’
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business and future in the best possible way. The diversity enables a variety of views in
decision-making and ensures high-quality operation as well as promotes efficient monitoring
of management. The diversity goal was achieved in 2024.
In addition to the Board members, meetings are attended by the CEO, Deputy CEO, CFO,
the secretary of the Board and, when necessary, separately invited persons.
Four members were re-elected to the Board of Directors at the AGM 2024: Timo Laine, Mika
Niemi, Petri Olkinuora and Kai Seikku. Timo Mänty and Maarit Vannas were elected as new
members of the Board of Directors.
At the end of 2024, 17% of NoHo Partners’ Board members were women and 83% men.
The Board of Directors evaluates the independence of its members annually and reports
which Board members it defines as independent of the company and of significant
shareholders. Of the Board members, Timo Mänty, Petri Olkinuora, Kai Seikku and Maarit
Vannas are independent of the company and of significant shareholders. Of the Board
members, two (Laine and Niemi) are not independent of the company and of a significant
shareholder.
In 2024, the Board of Directors held 14 (16) meetings. Some of the meetings were held by
e-mail or telephone.
NOHO PARTNERS SHARES OWNED BY THE MEMBERS OF THE BOARD ON 31 DEC 2024
Board member
controlling interest
(shares)
Timo Laine, Chairman
5,433,666
Timo Mänty, Vice-Chairman *
6,147
Mika Niemi
2,309,550
Petri Olkinuora
12,500
Kai Seikku
13,300
Maarit Vannas *
0
* Member of the Board since 10 April 2024
MEMBERS ATTENDANCE AT BOARD IN MEETINGS IN 2024
Name and position
Meetings
Timo Laine, Chairman
12
/
14
Timo Mänty, Vice-Chairman *
10
/
10
Mika Niemi
13
/
14
Petri Olkinuora
13
/
14
Kai Seikku
14
/
14
Maarit Vannas *
10
/
10
Mia Ahlström **
4
/
4
Yrjö Närhinen **
4
/
4
* Member of the Board since 10 April 2024
** Member of the Board until 10 April 2024
BOARD COMMITTEES
NoHo Partners’ Board Committees are an Audit Committee and a Remuneration
Committee. The rules of procedure of the committees are described on the company's
website at noho.fi/en.
The Audit Committee assists the Board of Directors in ensuring the legality, transparency
and clarity of the company's financial reporting and accounting methods as well as the
financial statements and other financial information provided by the company. The
committee may also seek views from outside the committee, if it so wishes. From the date of
2024 AGM, the Audit Committee comprised Kai Seikku (Chairman), Timo Mänty and Petri
Olkinuora.
The Remuneration Committee assists the Board of Directors in matters related to the
remuneration of the senior management and is responsible for preparing proposals for the
remuneration of the Board members for the Annual General Meeting. In addition, the
committee monitors and assesses the competitiveness of the company's remuneration and
incentive schemes and their development. From the date of 2024 AGM, the Remuneration
Committee comprised Timo Mänty (Chairman), Timo Laine and Maarit Vannas.
The Audit Committee met 7 times and the Remuneration Committee 5 times during the
financial period.
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ATTENDANCE OF THE COMMITTEE MEMBERS IN MEETINGS IN 2024
Name and position
Meetings
Audit Committee
Kai Seikku, Chairman
6
/
7
Petri Olkinuora
7
/
7
Timo Mänty *
5
/
5
Remuneration Committee
Timo Mänty, Vice-Chairman*
4
/
4
Timo Laine
5
/
5
Maarit Vannas *
4
/
4
Yrjö Närhinen **
1
/
1
Mia Ahlström **
1
/
1
* Member of the Committee since 10 April 2024
** Member of the Committee until 10 April 2024
REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting decides on the remuneration paid to the members of the
Board of Directors. Since the Annual General Meeting 2024, the annual remuneration was
EUR 60,000 (60,000) for the Chairman of the Board of Directors, EUR 45,000 (45,000) for
the Vice-Chairman and EUR 30,000 (30,000) for the members of the Board. A separate
meeting attendance allowance was not paid. A separate remuneration per meeting was paid
to the persons elected to the committees as follows: EUR 1,000 (1,000) to the Chairman
and EUR 500 (500) to the members. Travel expenses were reimbursed in accordance with
the company’s travel rules.
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THE CEO AND THE EXECUTIVE TEAM
NoHo Partners Plc’s Board of Directors appoints the company’s CEO and Deputy CEO,
supervises their work and decides on the remuneration and benefits to be paid and the
conditions of the post. The CEO and Deputy CEO are not members of the Board of
Directors.
The company’s CEO in 2024 was until 31 August 2024
Aku Vikström
September 2024 onwards
Jarno Suominen
. The company’s Deputy CEO in 2024 was until
31 August 2024
Jarno Suominen
Maria Koivula
.
The CEO is in charge of the parent company’s and the Group’s operative management and
control in accordance with legislation and the guidelines given by the Board of Directors.
The CEO manages the administration of routine matters of the company and of the Group in
accordance with the instructions and orders issued by the Board of Directors. The CEO is
directly responsible for the planning and implementation of the strategy and the
corresponding investments, for ensuring that the bookkeeping is carried out as required by
the law and that the company’s financial management has been organised in a reliable
manner. The CEO serves as the Chairman of the Executive Team. The CEO monitors
decisions related to executive level persons, as well as important operative decisions. He or
she also ensures that the subsidiaries of the Group operate in the interests of the parent
company and endorse the Group’s strategy.
Operative business operations are the responsibility of the CEO, with the help of the
Executive Team. The Executive Team prepares and makes decisions in matters within the
CEO’s decision-making power.
EXECUTIVE TEAM
The tasks of the Executive Team include planning and implementing the company’s
strategy, management of business operations, result monitoring, annual planning, preparing
matters to be presented to the Board of Directors as well as the management of
investments, corporate acquisitions and operational change plans. The Executive Team
meets on a monthly basis and it is chaired by the CEO.
Members of the Executive Team until 31 August 2024 were CEO Aku Vikström, Deputy
CEO, Jarno Suominen, CFO Jarno Vilponen and CEO of BBS Group Tuomas Piirtola.
As of 1 September 2024, NoHo Partners strengthened the structure of its Executive Team
to accelerate the implementation of its new strategy. With the changes, the Executive Team
consists of the following members:
Jarno Suominen
, CEO;
Maria Koivula
, Deputy CEO;
Jarno Vilponen
, CFO;
Anne Kokkonen
, HR Director;
Benjamin Gripenberg
, Director,
International business;
Tanja Suominen
, Director, Food restaurants;
Paul Meli
, Director,
Entertainment venues;
Rainer Lindqvist
, Commercial Director;
Henri Virlander
, Sales
Director and
Pauli Kouhia
, Chief Procurement Officer.
NOHO PARTNERS SHARES OWNED BY THE MEMBERS OF THE EXECUTIVE TEAM ON
31 Dec 2024
Executive Team member
controlling interest
(shares)
Jarno Suominen, CEO, Chairman of the Executive Team
327,716
Maria Koivula, Deputy CEO
24,539
Jarno Vilponen, CFO
33,340
Anne Kokkonen, HR Director
54,856
Benjamin Gripenberg, Director, International business
90,215
Tanja Suominen, Director, Food restaurants
30,254
Paul Meli, Director, Entertainment venues
206,720
Rainer Lindqvist, Commercial Director
0
Henri Virlander, Sales Director
7,947
Pauli Kouhia, Chief Procurement Officer
50
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INSIDER ADMINISTRATION
NoHo Partners’s Insider Policy complies with the Guidelines for Insiders issued by Nasdaq
Helsinki Ltd. and other relevant legislation, such as Market Abuse Regulation.
NoHo Partners applies a closed period, which is a thirty (30) calendar day period, before the
announcement of the Financial Statements Release, the Half-year report and the Interim
Reports. During the closed period, the members of the management and personnel
participating in financial reporting shall not conduct any transactions in NoHo Partners’s
financial instruments on their own account, or on the account of a third party, whether they
possess inside information or not.
People who have access to all inside information, due to the nature of their position at NoHo
Partners, are listed as permanent insiders. In addition to the permanent insider list, deal-
specific or event-based insider lists are established in accordance with the Guidelines for
Insiders issued by Nasdaq Helsinki Ltd. As a result of the MAR regulation, effective since 3
July 2016, NoHo Partners no longer has public insiders.
AUDITING
According to the Articles of Association, NoHo Partners shall have one auditor, which shall
be an auditing firm certified by the Finnish Central Chamber of Commerce. The auditor is
elected annually by the Annual General Meeting. The term of office of the auditor expires at
the end of the next AGM following the election.
The Annual General Meeting 2024 elected Ernst & Young Ltd as the Company’s auditor,
with Juha Hilmola, APA, acting as the Principal Auditor. The Annual General Meeting 2024
elected Ernst & Young Ltd as the Company's sustainability reporting assurance provider,
with Juha Hilmola, APA and Authorized Sustainability Auditor, acting as the principal
assurer.
Auditing is carried out in accordance with the relevant acts and the Articles of Association.
In practice, the auditing work is carried out during the financial period by inspecting the
business operations and administration, and as an actual financial statements audit after the
financial period has ended.
In 2024, the auditors of the NoHo Partners Group were paid MEUR 0.8 (0.7) for auditing
services and MEUR 0,1 (0,2) for other services.
INTERNAL CONTROL
NoHo Partners Plc’s internal management and control procedures are based on the Limited
Liability Companies Act, the Articles of Association and the internal policies of the company,
and it covers all units and operations of the company. The company’s management and
control are distributed between the Annual General Meeting, Board of Directors and CEO.
Internal control refers to all the procedures, systems and methods that the company’s
management employs to ensure efficient, economical and reliable operations.
NoHo Partners Plc’s Board of Directors is responsible for organising the internal control.
The Board of Directors has the highest responsibility of the company’s vision, strategic
goals and the commercial goals set based on them. The Board of Directors also bears the
highest responsibility for the supervision of the bookkeeping and financial management and
the proper arrangement of operations. The Board of Directors approves the common
guidelines for the entire internal control of the Group.
The CEO is directly responsible for the implementation of the strategy and the
corresponding investments, for ensuring that the bookkeeping is carried out as required by
the law, and that the financial management has been organised in a reliable manner.
Operative business operations are the responsibility of the CEO, with the help of the
Executive Team. The company’s senior management and the Board’s Audit Committee are
responsible for internal control, while the auditors take care of external auditing.
Taking the quality and scope of the business operations into consideration, the company
has not deemed it necessary to establish a special internal audit organisation. Instead, its
duties are included in the business organisation’s tasks in all the units of the Group.
Methods and procedures of internal control
The CEO is responsible for organising the bookkeeping and control mechanisms in practice.
The CEO monitors decisions related to executive level persons, as well as important
operative decisions. The CEO also ensures that the Group subsidiaries operate in the
interests of the parent company and endorse the Group’s strategy. The Group’s Executive
Team controls business operations and monitors the administration in the Group’s daily
operations.
The Group has defined clear authorisations for approving investments and matters related
to the personnel. The main tasks of the Group’s Executive Team are as follows:
•
supervision of business operations and finances, and
•
handling investments, corporate acquisitions and expanding and restriction plans
significant for the Group.
Internal control is an essential part of the company’s administration and management
systems. It covers NoHo Partners’ all units and operations. Among other things, internal
control must evaluate the sufficiency and efficiency of the risk positions related to the
company’s management and administrative systems, operations and data systems that
apply to:
| 92
•
the reliability and integrity of financial and operational data
•
the profitability and efficiency of operations
•
securing assets
•
compliance with laws, orders and agreements.
RELATED PARTY TRANSACTIONS
NoHo Partners does not regularly engage with its related parties in business transactions
that would be of material significance for the company or would not be part of the company’s
ordinary course of business or would be made in deviation from customary market terms
and conditions. Any material related party transactions that are not part of the company’s
ordinary course of business and are made in deviation from customary market terms and
conditions are handled by the company’s Board of Directors. Related party transactions are
monitored by the company’s financial administration. The company maintains a list of its
related parties and reports on related party transactions in its financial statements.
RISK MANAGEMENT
NoHo Partners is exposed to numerous risks and opportunities, which may arise from its
own operations or the changing operating environment in the short-term or long-term. The
Company updates and reports the most significant near-term risks and uncertainties on a
continuous basis in each Interim Report.
NoHo Partners divides the risk factors influencing business operations and result into four
main categories: market and operational risks, financial and financing risks, legal risks and
risks related to the personnel.
NoHo Partners strives to protect itself against other risks by taking out extensive insurance
contracts. These include statutory insurance, liability and property insurance as well as
ownership protection insurance policies. The scope of the insurances, values insured and
excesses are checked annually together with the company’s insurance company.
The Group’s risk management and market change anticipation constitute an integral part of
the management’s everyday work in order to guarantee the continuity of the business
operations. NoHo Partners carries out continuous risk mapping related to its operations and
aims to protect itself from identified risk factors in the best possible way.
REPORTING AND CONTROL SYSTEMS
The Group employs reporting systems required to efficiently monitor its operations. Internal
control is connected to the company’s vision, strategic goals and the business goals defined
based on them. The realisation of business goals and the Group’s financial development are
monitored monthly with a control system covering the entire Group. As an essential part of
the control system, actual data and up-to-date estimates are examined by the Group’s
Executive Team on a monthly basis. The control system includes extensive sales reporting,
an income statement, estimates for turnover and profit, and operational key figures.
| 93
BOARD
OF
DIRECTORS
TIMO LAINE
born 1966
Diploma in marketing
Chairman of the Board since
2008
•
Founder of NoHo
Partners Plc’s
predecessor Restamax
Oy
•
CEO of Laine Capital Oy
•
Dependent of the
company and of a
significant shareholder
TIMO MÄNTY
born 1960
M. Sc. (Econ.)
Vice Chairman since 2024
•
Chairman of the Board
of Dayton Group Oy
•
Chairman of the Board
of Linkosuo Oy
•
Independent member
MAARIT VANNAS
born 1973
M. Sc. (Econ.)
Ordinary member since 2024
•
Partner and member of
the Board of Vasset Oy
•
Independent member
PETRI OLKINUORA
born 1957
M. Sc. (Tech.), MBA
Ordinary member since 2013
•
Managing Director of
Forbia Oy
•
Member of the Board of
Directors of several real
estate and construction
companies
•
Independent member
MIKA NIEMI
born 1966
Vocational qualification in
business and administration
Ordinary member since 2014
•
Chairman of the Board
and CEO of Udokai Oy
•
Chairman of the Board
of Tampereen
Tenniskeskus Oy
•
Dependent of the
company and of a
significant shareholder
KAI SEIKKU
born 1965
M. Sc. (Econ.)
Ordinary member since 2022
•
CEO and member of the
Board of Directors of
Okmetic Oy
•
Executive Vice
President, National
Silicon Industry Group
•
Member of the Board of
Directors e.g. at Canatu
Plc
•
Independent member
| 94
GROUP
EXECUTIVE
TEAM
JARNO SUOMINEN
born 1972
CEO since 2024
•
Chairman of the
Executive Team since 1
September 2024
•
Working for the company
since 2005
MARIA KOIVULA
born 1978
Deputy CEO since 2024
•
Working for the company
since 2022
JARNO VILPONEN
born 1987
Group CFO since 2020
•
Working for the company
since 2020
ANNE KOKKONEN
born 1976
HR Director since 2018
•
Working for the company
since 2018
BENJAMIN GRIPENBERG
born 1975
Director, International
business since 2024
•
Working for the company
since 2018
TANJA SUOMINEN
born 1977
Director, Food restaurants
since 2018
•
Working for the company
since 2005
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PAUL MELI
born. 1977
Director, Entertainment
venues since 2018
•
Working for the company
since 2008
RAINER LINDQVIST
born 1970
Commercial Director since
2024
•
Working for the company
since 2024
Aku Vikström was the CEO of
the company as well as
member of the Group
Executive Team until 31
August 2024.
Tuomas Piirtola, CEO of BBS
Group, was a member of the
Group Executive Team until
31 August 2024.
HENRI VIRLANDER
born 1971
Sales Director since 2019
•
Working for the company
since 2019
PAULI KOUHIA
born 1981
Chief Procurement Officer
since 2021
•
Working for the company
since 2021
| 96
REMUNERATION
REPORT
2024
INTRODUCTION
This Remuneration Report is also available at noho.fi/en.
NoHo Partners Plc’s Remuneration Policy sets out the principles and decision-making
processes for the remuneration of the Board of Directors and the CEO and the key terms of
the employment contract. The Remuneration Policy is submitted to the Annual General
Meeting at least once every four years and whenever major amendments to it are made.
The Annual General Meeting decides on whether it supports the proposed Remuneration
Policy. The decision of the Annual General Meeting is of an advisory nature. The
Remuneration Policy was last time submitted to the Annual General Meeting in 2024.
NoHo Partners has a remuneration committee appointed by the Board of Directors, that is
responsible for preparing proposals for the remuneration of the Board members, the CEO,
Deputy CEO and other senior management.
In 2024, there were no deviations of the company’s Remuneration Policy.
Remuneration pursuant to the Remuneration Policy is based on the following
components:
•
basic salary and employee benefits where the company complies with the local market
practices, laws and regulations
•
a short-term incentive scheme, the purpose of which is to guide the performance and
achievement of objectives of individuals and the organisation
•
a long-term reward scheme designed to engage key personnel. Long-term incentives
aim to engage the management and align their interests with those of the company’s
shareholders.
DEVELOPMENT OF REMUNERATION IN RELATION TO THE ECONOMIC
DEVELOPMENT OF THE COMPANY
The following table shows the evolution of the remuneration of the Board of Directors and
the CEO compared to the development of the average remuneration of the Group’s
employees and the economic development of the Group for the previous five financial
periods. According to the Company’s Remuneration Policy, part of the CEO’s remuneration
consists of short- and long-term incentives that are related to the performance of the
business.
Development of remuneration
EUR thousands
2024
2023
2022
2021
2020
Annual remuneration of
the Board of Directors
225.0
206.3
150.0
150.0
134.0
Annual remuneration of
the CEO*
699.6
663.4
340.8
310.8
474.7
Average salary per
person
45.2
38.8
34.9
29.7
33.8
*Aku Vikström until 31 August 2024, Jarno Suominen as of 1 September 2024
The average salary development of an employee of the company is based on staff
expenses, excluding associated personnel costs, divided by the average number of
employees during the year.
Annual remuneration of the CEO includes EUR 291.4 thousand of reward paid to Aku
Vikström in 2024 for the earning period ending on 31 March 2023, half of which was paid in
cash and half, a total of 18,229 shares in the company’s new shares in March 2024.
Financial development of the company
MEUR
2024
2023
2022
2021
2020
Group turnover
427.1
372.4
312.8
186.1
156.8
Group EBIT
41.5
35.9
31.6
-0.9
-23.9
REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting decides on the remuneration of the Board members for one
term of office at a time on the basis of a proposal submitted by the Remuneration
Committee. The resolution on the remuneration of Board members must be based on the
remuneration policy that has been submitted to the Annual General Meeting and is currently
valid.
| 97
The starting point for decisions concerning the remuneration of the Board of Directors is to
ensure that remuneration is competitive in relation to the market and that the remuneration
corresponds to the qualifications and workload required of the Board members.
The 2024 Annual General Meeting decided to pay a fee of EUR 60,000 (60,000) per year to
the Chairman of the Board, EUR 45,000 (45,000) per year to the Vice-Chairman of the
Board and EUR 30,000 (30,000) per year to the members of the Board. It was also decided
that a separate remuneration per committee meeting will be paid to the persons elected to
the committee as follows: to the Chairman EUR 1,000 (1,000) and to the members EUR 500
(500). In addition, the travel expenses of the members of the Board are reimbursed in
accordance with the company’s travel rules.
Remuneration paid to the members of the Board of Directors for 2024
EUR thousands
Annual
remuneration
Committee
meeting fees
Other
financial
benefits***
Total
Timo Laine, Chairman
60.0
2.5
117.6
180.1
Timo Mänty, Vice Chairman*
33.8
6.5
0.0
40.3
Mika Niemi, member
30.0
0.0
20.0
50.0
Petri Olkinuora, member
30.0
3.5
0.0
33.5
Kai Seikku, member
30.0
6.0
0.0
36.0
Maarit Vannas, member*
22.5
2.0
0.0
24.5
Mia Ahlström, member**
7.5
0.5
0.0
8.0
Yrjö Närhinen, member**
11.3
1.0
0.0
12.3
Total
225.0
22.0
137.6
384.6
* Member of the Board as of 10 April 2024
** Member of the Board until 10 April 2024
*** Consultant fee
The members of the Board of Directors are not involved in the company’s share-based
remuneration schemes, and the Board of Directors’ fees are not paid in shares.
REMUNERATION OF THE CEO
The Board of Directors decides on the remuneration and key terms of employment of the
CEO and Deputy CEO based on the proposal of the Remuneration Committee.
The short-term remuneration of the CEO and Deputy CEO comprises salary, employee
benefits and performance-based remuneration determined on the basis of the Company’s
result and the achievement of other short-term objectives.
The long-term remuneration of the CEO and Deputy CEO may also comprise share-based
incentive schemes. Any rewards from the share-based incentive schemes can be based on
the Company’s key performance indicators and continuation of the employment or service
relationship. The Board of Directors monitors the fulfilment of the criteria and approves the
payment of rewards under the share-based incentive schemes. A general condition for
receiving rewards under the share-based incentive scheme is a continued employment or
service relationship at the time of payment. The Board of Directors has the right to pay the
share rewards as shares, a combination of shares and cash payment or, for a justified
reason, entirely in cash.
The salary and remuneration structure of the CEO and Deputy CEO must be aligned with
the interests of the Company and its shareholders. The fixed and variable components of
the remuneration of the CEO and Deputy CEO must be balanced, considering the
objectives of remuneration, taking into account the Company’s current business strategy,
objectives and long-term interests.
Aku Vikström acted as the CEO and Jarno Suominen as the Deputy CEO until 31 August
2024. As of 1 September 2024, Jarno Suominen has acted as the CEO and Maria Koivula
as the Deputy CEO of the Company.
The variable remuneration of the CEO and the Deputy CEO is paid in full after the earning
period. The variable remuneration paid during the financial period, as indicated in the ratio
of fixed to variable remuneration below, have thus been earned prior to the financial period
of 2024.
The ratio of fixed and variable remuneration components of Aku Vikström, who acted as the
CEO until 31 August 2024, was 38/62 in the financial period.
The ratio of fixed and variable remuneration components of Jarno Suominen, who acted as
the Deputy CEO until 31 August 2024 and CEO as of 1 September 2024, was 45/55 in the
financial period.
The ratio of fixed and variable remuneration components of Maria Koivula, who acted as the
Deputy CEO as of 1 September 2024, was 100/0 in the financial period.
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FIXED SALARY COMPONENT
The fixed part of the remuneration of the CEO and the Deputy CEO consists of a monthly
salary and benefits in kind. The fixed annual salary of Aku Vikström, who acted as the CEO
until 31 August 2024, was including benefits in kind EUR 232.1 thousand in 2024. The fixed
annual salary of Jarno Suominen, who acted as the Deputy CEO until 31 August 2024 and
CEO as of 1 September 2024, was including benefits in kind EUR 253.0 thousand in 2024.
The fixed salary of Maria Koivula, who acted as the Deputy CEO as of 1 September 2024,
was including benefits in kind EUR 56.5 thousand between 1 September–31 December
2024.
SHORT-TERM PERFORMANCE BONUS
The criteria for earning the performance bonus paid to the CEO and the Deputy CEO are
based on the realisation of growth and profitability targets defined in the strategy as well as
individual performance. The maximum performance reward for the CEO in 2024 was EUR
80 thousand and for the Deputy CEO EUR 52 thousand.
Performance reward accrued in 2023 and paid in 2024
In 2024, Aku Vikström, who acted as the CEO until 31 August 2024, was paid a
performance reward of EUR 80 thousand for 2023. Jarno Suominen, who acted as the
Deputy CEO until 31 August 2024 and the CEO as of 1 September 2024, was paid in 2024
a performance reward of EUR 60 thousand for 2023.
Performance reward accrued in 2024 and paid after the financial year
For 2024, a short-term performance bonus of EUR 60 thousand was paid to Jarno
Suominen, who acted as the Deputy CEO until 31 August 2024 and the CEO as of 1
September 2024. The short-term performance bonus paid for Maria Koivula, who acted as
the Deputy CEO as of 1 September 2024, was EUR 19.5 thousand. Performance fees are
due after the end of the financial period.
LONG-TERM REMUNERATION
The CEO and Deputy CEO are covered by the company’s share-based incentive scheme.
The maximum number of shares that can be earned by the CEO Jarno Suominen under the
share-based incentive plan’s fourth and last earning period, ending on 31 December 2024,
is 64,000 shares. For the Deputy CEO Maria Koivula, the maximum number of shares that
can be earned by under the share-based incentive plan’s fourth and last earning period,
ending on 31 December 2024, is 16,000 shares. The Board of Directors shall confirm the
number of share-based rewards to be paid for the earning period during spring 2025.
As the previous CEO Aku Vikström gave notice of his resignation in March 2024 he is not
eligible to the share-based incentives.
The earning criteria for the fourth earning period were based on NoHo Partners Plc’s
relative profitability (EBIT margin) and total shareholder return. The share-based incentive
scheme covered ten persons in the fourth earning period.
The Board of Directors of Noho Partners Plc has resolved to establish a new performance
share plan for the key employees of the company. The new performance share plan
contains three earning periods between 1 January 2025 and 31 December 2028. The
reward criteria set for the first earning period are based on the profitability of the company's
business. The incentive plan will cover 10 people in the first earning period.
The maximum number of shares that can be earned by the CEO under the share-based
incentive plan’s first earning period, ending on 31 December 2026, is 75,000 shares.
The maximum number of shares that can be earned by the Deputy CEO under the share-
based incentive plan’s first earning period, ending on 31 December 2026, is 40,000 shares.
| 99
FINANCIAL
STATEMENTS
| 100
CONTENTS
related to the company’s operations
standards
operations
| 101
Consolidated statement of profit or loss and other comprehensive income
MEUR
Note
2024
2023
Turnover
2.1.
Other operating income
2.3.
Materials and services
2.4.
-141.0
-122.3
Employee benefits
2.5.
-109.5
-93.9
Other operating expenses
2.7.
-82.5
-74.9
Depreciation, amortisation and impairment losses
2.9.
-59.9
-53.1
EBIT
Financial income
5.9.
Interest expenses on financial liabilities
5.9.
-9.4
-8.3
Interest expenses for right-of-use assets
5.9.
-10.0
-8.7
Other finance costs
5.9.
-5.5
-9.6
Net finance costs
5.9.
-23.7
-23.0
Result before taxes
Tax based on the taxable income from the
financial period
2.10.
-4.1
-3.6
Change in deferred taxes
2.11.
Income taxes
-3.0
-2.6
Result for the financial period
Result of the financial period attributable to
Owners of the Company
Non-contorolling interests
Total
MEUR
Note
2024
2023
Earnings per share calculated from the result
of the review period for owners of the
Company
Basic earnings per share (EUR)
2.12.
Diluted earnings per share (EUR)
2.12.
Consolidated statement of comprehensive
income
Result of the financial period
Other comprehensive income items (after tax)
Other comprehensive income items that may be
subsequently reclassified to profit or loss later
Foreign currency translation differences, foreign operations
-0.7
-0.7
Change in fair value of hedging instruments
-0.6
Total
-0.1
-1.3
Other comprehensive income items that will not be
reclassified to profit or loss later
Items arising from the remeasurement of defined benefit
plans
-0.1
Total
-0.1
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
Distribution of the comprehensive income for
the financial period
Owners of the Company
Non-contorolling interests
Total
Items impacting comparability for the financial period 1 January – 31 December 2024
Net financial expenses include the loss of MEUR
quarter. For the comparison period Q1-Q4 2023, a recording related to the changes in the value of
Eezy Plc shares in total MEUR
treatment of Eezy Plc shares is presented in note 1.6. of the consolidated financial statements of NoHo
Partners for the year 2023.
| 102
Consolidated balance sheet
MEUR
Note
31 Dec
2024
31 Dec
2023
ASSETS
Non-current assets
Goodwill
4.1.
Intangible assets
4.1.
Property, plant and equipment
4.2.
Right-of-use assets
4.3.
Shares in associated companies
and joint ventures
4.4.
Other investments
5.4.
Loan receivables
4.6.
Other receivables
4.6.
Deferred tax assets
2.11.
Total non-current assets
Current assets
Inventories
4.5.
Loan receivables
4.6.
Trade and other receivables
4.6.
Cash and cash equivalents
5.5.
Total current assets
Total non-current assets held for sale
1.6.
TOTAL ASSETS
MEUR
Note
31 Dec
2024
31 Dec
2023
EQUITY AND LIABILITIES
Equity
Share capital
5.11.
Hedging reserve
5.11.
-0.6
Invested unrestricted equity fund
5.11.
Retained earnings
5.11.
Total equity attributable to owners of the
Company
Non-controlling interests
5.11.
Total equity
Non-current liabilities
Deferred tax liabilities
2.11.
Financial liabilities
5.6.
Liabilities for right-of-use assets
4.3.
Other payables
4.7.
Total non-current liabilities
Current liabilities
Financial liabilities
5.6.
Provisions
4.8.
Liabilities for right-of-use assets
4.3.
Income tax liability
4.7.
Derivative financial instruments
5.7.
Trade and other payables
4.7.
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
| 103
Consolidated statement of changes in equity 2024
Equity attributable to owners of the Company
Share
capital
Invested
unrestricted
equity fund
Fair value
reserve and
other
comprehen
sive income
items
Translation
difference
Retained
earnings
Total
Non-controlling
interests
TOTAL
EQUITY
MEUR
Equity at 1 January
-0.6
-1.8
Total comprehensive income for the period
Result of the financial period
Other comprehensive income items (after tax)
Change in fair value of hedging instruments
Revaluation of defined benefit plans
-0.1
-0.1
-0.1
Foreign currency translation differences, foreign operations
-0.8
-0.8
-0.7
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
-0.8
Transactions with shareholder
Contributions and distributions
Dividend distribution
-9.1
-9.1
-1.5
-10.6
Other changes
-0.6
-0.6
-0.6
Share-based payments
-0.1
-0.1
-0.1
TOTAL
-9.7
-9.7
-1.5
-11.2
Changes in ownership interests
Changes in non-controlling Interests
-8.4
-7.5
TOTAL
-8.4
-7.5
Total transactions with owners of the Company
-8.9
-8.7
-10.0
-18.7
EQUITY AT 31 DECEMBER
-0.1
-2.6
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Consolidated statement of changes in equity 2023
Equity attributable to owners of the Company
Share
capital
Invested
unrestricted
equity fund
Fair value
reserve and
other
comprehen
sive income
items
Translation
difference
Retained
earnings
Total
Non-controlling
interests
TOTAL
EQUITY
MEUR
Equity at 1 January
-1.2
Total comprehensive income for the period
Result of the financial period
Other comprehensive income items (after tax)
Change in fair value of hedging instruments
-0.6
-0.6
-0.6
Foreign currency translation differences, foreign operations
-0.6
-0.6
-0.1
-0.7
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
-0.6
-0.6
Transactions with shareholder
Contributions and distributions
Dividend distribution
-8.4
-8.4
-1.7
-10.1
Issue of ordinary shares
Other changes
-0.9
-0.9
-0.9
Share-based payments
TOTAL
-8.6
-7.1
-1.7
-8.8
Changes in ownership interests
Changes in non-controlling Interests
TOTAL
Total transactions with owners of the Company
-5.0
-3.5
EQUITY AT 31 DECEMBER
-0.6
-1.8
| 105
Consolidated statement of cash flows
MEUR
2024
2023
Cash flows from operating activities
Result of the financial period
Adjustments to the result of the reporting period
Non-cash transactions
-1.2
Depreciation, amortisation and impairment losses
Net finance costs
Income taxes
Cash flow before change in working capital
Changes in working capital
Trade and other receivables
-4.2
Inventories
-2.7
-1.2
Trade and other payables
Changes in working capital
Interest paid and other finance costs
-23.5
-18.3
Interest received and other finance income
Income taxes paid
-3.3
-4.3
Net cash from operating activities
Cash flows from investing activities
Dividend income
Acquisition of tangible and intangible assets
-12.5
-17.3
Change in other non-current receivables
-0.5
Acquisition of subsidiaries with time-of-acquisition liquid
assets deducted
-5.4
-29.9
Business acquisitions
-2.2
-2.5
Business divestment
Sales of shares of associated companies
Associated company shares purchased
-0.1
Non-controlling interests' investments in subsidiaries
Net cash from investing activities
-13.1
-27.4
MEUR
2024
2023
Cash flows from financing activities
Proceeds from non-current loans and borrowings
Payment of non-current loans and borrowings
-116.2
-13.4
Proceeds from/ repayments of current loans and borrowings
-0.2
Current commercial papers drawn / repaid
-10.0
Acquisition of non-controlling interests
-1.8
-9.3
Payment of liabilities for right-of-use assets
-39.9
-34.2
Dividends paid
-10.2
-10.1
Net cash from financing activities
-58.4
-37.5
Change in cash and cash equivalents
Cash and cash equivalents on 1 January
Cash and cash equivalents on 31 December
Change in cash and cash equivalents
Non-cash transactions are itemised on page
| 106
Notes to the consolidated financial statements
1. GENERAL ACCOUNTING PRINCIPLES
The notes to the consolidated financial statements have been grouped according to their
nature. The accounting principles as well as judgements and key estimation uncertainties
are presented in connection with each note. This section describes the accounting principles
that apply to the consolidated financial statements as a whole.
1.1. BASIC INFORMATION ABOUT THE GROUP
Group founded in 1996 that
. The Group’s parent company is
. The parent company’s registered office is in Tampere, at
, Finland. The parent company’s home country is
.
NoHo Partners Plc is listed on Nasdaq OMX Helsinki stock exchange.
At the end of the financial year 2024, the Group comprised
approximately
restaurants in
, Denmark, Norway and Switzerland. The well-known restaurant concepts of the Group
include Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace, Löyly, Friends &
Brgrs, Campingen, Cock's & Cows and Holy Cow!.
NoHo Partners’ official consolidated financial statements have been published as an xHTML
file in accordance with the European Single Electronic Format (ESEF) reporting requirements.
In line with ESEF requirements, the primary financial statements are labelled with XBRL tags
and the notes with XBRL block tags. The audit firm Ernst & Young Oy issues an independent
auditor’s reasonable assurance report on NoHo Partners’ ESEF Financial Statements. In
addition, a pdf version in Finnish and in English (translation of the Finnish original) on the
consolidated financial statements is available at the company’s website at noho.fi/en and from
the head office of the Group’s parent company at the previously mentioned address.
’s Board of Directors approved these financial statements for publication at
its meeting on 17 March 2025. According to the Finnish Limited Liability Companies Act, the
shareholders have the opportunity to approve or reject the financial statements at the general
meeting held after their publication. The general meeting can also adopt or reject the financial
statements.
1.2. ACCOUNTING PRINCIPLES
These financial statements of NoHo Partners Group have been prepared based on the
International Financial Reporting Standards (IFRS) in accordance with the IAS and IFRS
standards in force as of 31 December 2024 as well as the SIC and IFRIC interpretations
issued in relation to them. International Financial Reporting Standards refer to the standards
and their interpretations approved for application in the EU in accordance with the procedure
stipulated in the EU Regulation (EC) No. 1606/2002 and embodied in the Finnish Accounting
Act and provisions issued under it. The notes to the consolidated financial statements have
also been prepared in accordance with the requirements in Finnish accounting legislation and
Community law that complement the IFRS regulations.
The information in the consolidated financial statements is based on original acquisition costs,
except where otherwise stated in the accounting principles.
The figures in the consolidated financial statements are presented as millions of euros
(MEUR) and have been rounded to the nearest 0.1 million euros; thus, the sum of individual
figures may deviate from the total sum presented. The comparative data is presented in
brackets after the figures for the financial period. The company's functional currency is EUR.
| 107
1.3. ASSESSMENT OF RISKS AND UNCERTAINTIES RELATED TO THE COMPANY’S OPERATIONS
The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners’ business, financial results and future outlook over the next 12 months.
The table describes the risks as well as measures to prepare for them and minimise them.
Geopolitical situation
The uncertain geopolitical situation may have an impact on the company’s market environment. For the time being, the company does not see
a significant impact on demand in its operating countries.
The rise in the general cost level caused by the prevailing global situation has an impact on the company’s business. To mitigate the impact,
the company has prepared for increasing raw material prices, for example, through the centralisation of purchase and sales agreements as
well as price increases.
General financial situation and changes in
customer demand
The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power
and corporate sales. The business outlook for the tourism and restaurant sector and consumer confidence have been weakened by the
uncertain geopolitical climate and the general increase in costs and interest rate. Demand for restaurant services has, however, remained at a
good level.
Inflation and weakening consumer purchasing power and confidence constitute a risk to the development of NoHo Partners’ turnover and cash
flow. The adaptation of operating costs and the ability to mount an agile response to changes in customer demand are the key factors for the
company to influence the development of turnover and EBIT.
Liquidity risk
The Group’s financing needs will be covered by optimising working capital and through external financing arrangements so that the Group has
sufficient liquidity or unwithdrawn committed credit arrangements at its disposal. The operational monitoring and management of liquidity risk
are centralised in the Group’s finance department, where the sufficiency of financing is managed based on rolling forecasts.
Unexpected legislative amendments related to the company’s business, might have a negative effect on the company’s liquidity.
Financial risks
The Group strives to assess and track the amount of funding required by the business, for example by performing a monthly analysis of the
utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid
assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through
sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial
institutions and forms of financing, when necessary. Market interest rates may have a negative impact on the company’s financial expenses.
Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as
the availability, price and other terms and conditions of financing.
Amendments to legislation
Changes in regulations governing the restaurant business in the Group’s various markets may have a negative impact on the Group’s
operations. Regulatory changes concerning, for example, alcohol, food and labour laws and value-added taxation may affect the company’s
business.
| 108
Rent level development
Business premises expenses constitute a significant share of NoHo Partners’ operating expenses. The Group’s business premises are
primarily leased, so the development of the general level of rents has a significant impact on the Group’s operations.
Labour market situation and labour supply
The availability of skilled part-time labour particularly during high seasons and on the weekends can be seen as an uncertainty factor, that may
affect the company’s business operations.
Goodwill write-off risk
The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in case the Group’s
expected future cash flows decline permanently due to external or internal factors.
1.4. KEY ESTIMATES AND JUDGEMENTS
The preparation of consolidated financial statements in accordance with the IFRS standards
requires the use of certain estimates and assumptions that affect the reported figures. The
estimates and assumptions used in these financial statements are based on the
management’s best estimate at the time of closing the books. These estimates and
assumptions influence the application of the accounting principles used in the financial
statements, the amounts of assets and liabilities on the balance sheet, the presentation of
contingent assets and liabilities in the notes to the financial statements as well as the
income and expenses for the financial period. The estimates are based on previous
experience, market data and several other assumptions that are deemed reasonable, but
the actual figures may deviate from these estimates due to different assumptions or
circumstances. The management must exercise judgement in applying the accounting
principles of the financial statements and making estimates related to income taxes,
goodwill impairment testing, provisions and contingent liabilities, for example. These
principles and estimates require the management to make subjective and complex
judgement-based estimates, such as those concerning the effects of factors that are
uncertain by nature.
Key estimates and judgements
Note
Assumptions related to acquisitions (e.g. future cash
flows of the acquired business, purchase price
allocations, value and useful life of brands, fulfilment of
conditions concerning brands with an indefinite useful
life, realisation of contingent transaction prices and
synergies achieved through acquisitions)
Assumptions related to impairment testing (e.g. revenue
growth, cost development, level of maintenance
investments and changes in the discount rate)
Management actions and estimates related to the risk
management of trade and other receivables and the
minimisation of credit losses
The management’s estimate of the fulfilment of the
financial conditions set by the Board of Directors
The management’s estimates are related to the use of
deferred tax assets against taxable income in future
periods
Estimates concerning leases (e.g. leases covered by the
arrangement, size of leases for underlying assets of low
value, exercising of extension options of leases,
incremental borrowing rate, size of restoration costs)
| 109
1.5. CONSOLIDATION PRINCIPLES
These consolidated financial statements comprise the parent company NoHo Partners
,
the subsidiaries it owns, and their subsidiaries. The subsidiaries and associates
consolidated into these consolidated financial statements are itemised on page
Subsidiaries
Subsidiaries are companies where the Group has a controlling interest. Control is created
when the Group, through involvement in the entity, is exposed to the entity's variable returns
or is entitled to them, and can influence these returns by exercising its power on the entity.
The Group’s control is based on voting rights. Subsidiaries are consolidated into the
consolidated financial statements starting from the date when control is transferred to the
Group; assigned subsidiaries are retained in the consolidated financial statements until the
date when control ceases to exist.
The acquisition method has been used to eliminate mutual share ownership between the
Group's companies. The amount by which the acquisition cost exceeds the Group's share of
the fair value of the purchased net identifiable assets is recorded as goodwill. If the
acquisition cost is lower than the net assets of the acquired subsidiary, the difference is
recognised as income in the income statement.
Acquisition-related expenditure, excluding the expenditure from issuing current liability and
equity convertible securities, has been recorded as expense. Any conditional additional
purchase price has been measured at fair value at the moment of acquisition, and has been
classified as liability or equity. Additional purchase price classified as liability is measured at
fair value on each closing date, and the generated profit or loss is recorded through profit or
loss. Additional purchase price classified as equity is not re-measured. Any non-controlling
interests in the object acquired are measured at either fair value or an amount
corresponding to the proportion of the non-controlling interests in the net identifiable assets
of the object acquired. The measurement principle is defined separately for each business
acquisition.
Intragroup transactions, receivables and payables as well as unrealised gains are
eliminated when drawing up the consolidated financial statements. Unrealised losses are
not eliminated if the loss is caused by impairment. Where necessary, the accounting
principles of the financial statements of subsidiaries have been amended to correspond to
those of the Group.
The distribution of the profit or loss for the financial period between the owners of the parent
company and the minority shareholders is presented in the income statement. The
distribution of the comprehensive income between the owners of the parent company and
the minority shareholders is presented together with the comprehensive income statement.
Comprehensive income is allocated to minority shareholders, even if this would lead to the
non-controlling interest becoming negative.
The portion of equity belonging to minority shareholders is presented as a separate item on
the balance sheet, as part of equity. Changes to the parent company's holding in a
subsidiary that will not lead to a loss of control are recorded as transactions concerning
equity. If an acquisition is completed in stages, the earlier holding is measured at fair value,
and the resulting gain or loss is recognised through profit or loss. When the Group loses its
controlling interest in a subsidiary, the remaining portion is measured at fair value on the
date of the loss of control, and the difference is recorded through profit or loss.
Associated companies
Associated companies are companies where the Group exercises a significant influence
over the voting rights. A significant influence is mainly generated when the Group owns over
20 per cent of the company's voting rights, or when the Group otherwise exercises a
significant influence but does not have a controlling interest. Associated companies are
consolidated into the consolidated financial statements using the equity method. If the
Group's share of the losses of an associated company exceeds the carrying amount of the
investment, the investment is recorded at zero value on the balance sheet; losses
exceeding the carrying amount are not consolidated unless the Group is committed to
fulfilling the liabilities of the associated company. Any investment in an associated company
includes the goodwill accrued from its acquisition. Unrealised gains between the Group and
an associated company have been eliminated in accordance with the Group's holding. The
portion of the associated companies' income from the financial period corresponding to the
Group's holding is presented as a separate item above EBIT. Correspondingly, the Group's
share of the changes recorded in the other items of the associated company's
comprehensive income is entered in the other items of the Group's comprehensive income.
The Company sold all its shares in Eezy Plc in January 2024. In the financial statements for
2023, the ownership of over 20% in Eezy Plc was classified as non-current assets held for
sale.
1.6. NON-CURRENT ASSETS HELD FOR SALE
Non-current assets are classified as held for sale if the amount equivalent to their carrying
amount will primarily accumulate from the sale of the assets rather than their continued use.
The prerequisites for classification as held for sale are considered to be met when the sale
is highly probable and the asset item can be immediately sold in its present condition using
common terms, and when the management is committed to the sale and the sale is
expected to take place within one year from the classification.
Immediately before the classification, the asset items classified as held for sale are
measured according to the applicable IFRS standards. Starting from the moment of
| 110
classification, the asset items held for sale are measured at carrying amount or fair value
less the costs of selling, whichever is lower. Depreciation on these asset items is
discontinued and the share of the associated company’s result is no longer recognised after
the classification. Assets held for sale are presented separately from other assets on the
balance sheet.
Shares of Eezy Plc have been classified as assets held for sale since 2021. The Group
divested its shares in Eezy Plc in January 2024.
As of 31 December 2023, NoHo Partners owned 5,052,856 shares of Eezy Plc, that
represented approximately 20.2% ownership. The carrying amount of the owned shares in
the balance sheet of NoHo Partners Plc as of 31 December 2023, was MEUR 8.4, indicating
a carrying value of EUR 1.67 per share. In January 2024, NoHo Partners sold all of its
shares in Eezy Plc (5,052,856 shares) at a price of EUR 1.425 per share. The selling price
differed from the per-share price at the time of the financial statement (1.67) by EUR 0.245
per share. The resulting sales loss of MEUR 1.2 due to the change in fair value has been
recorded in the financial expenses of the income statement in January 2024. As a result of
the completed arrangement, the company's net debt decreased by MEUR 7.2.
1.7. ITEMS DENOMINATED IN FOREIGN CURRENCIES
The consolidated financial statements are presented in euros, which is the operating and
presentation currency of the Group’s parent company.
Transactions denominated in foreign currencies are entered in the accounts at the
exchange rate in effect on the date of the transaction. The closing rates of the European
Central Bank are used in the translation of receivables and liabilities denominated in foreign
currencies. The translation differences arising from transactions denominated on foreign
currencies and the conversion of financial items are recognised through profit or loss.
Foreign exchange gains and losses are included in the corresponding items above EBIT.
The company classifies intra-group loans as net investments for which no repayment period
has been defined. Starting from the date of classification, exchange rate differences related
to the loans are recognised in translation differences in equity.
1.8. ADOPTION OF NEW AND AMENDED STANDARDS
New and amended standards and interpretations applied in the consolidated financial
statements as of 1 January 2024:
Amendments to IAS 1
Presentation of Financial Statements
: Classification of
Liabilities as Current or Non-current and Non-current liabilities with covenants
The amendments clarify the classification of liabilities as current and non-current. A liability
can only be classified as non-current if there is a right to defer settlement of the liability for at
least twelve months after the reporting date. The amendments also clarify that the covenant
conditions that a company must comply after the reporting date do not affect the liability’s
classification as current or non-current at the balance sheet date. The amendments require
additional disclosures about covenants to be presented in such situations. The amendments
must be applied retrospectively in accordance with the requirements in IAS 8
Accounting
Policies, Changes in Accounting Estimates and Errors.
The change does not have a material effect on the consolidated financial statements.
Amendments to IFRS 16
Leases
: Lease Liability in a Sale and Leaseback
The amendments clarify that in measuring the lease liability arising from the sale and
leaseback, the seller-lessee determines lease payments in a way that does not result in the
seller-lessee recognizing any amount of the gain or loss relating to the right of use that it
retains. This amendment particularly impacts on sale and leaseback transactions where the
lease payments are variable and do not depend on an index or a rate.
The change does not have a material effect on the consolidated financial statements.
Amendments to IAS 7
Statement of Cash Flows
Financial Instruments:
Disclosures
: Supplier Finance Arrangements
The amendments introduce additional qualitative and quantitative disclosure requirements
for supplier finance arrangements in IFRS financial statements. Disclosures include the
effects of the supplier finance arrangements on the Group’s liabilities, cash flows and
liquidity risk.
The change does not have a material effect on the consolidated financial statements.
|
111
2. FINANCIAL RESULT
2.1. TURNOVER
DISTRIBUTION OF TURNOVER
MEUR
2024
2023
Sales of goods
389.1
323.5
Sales of services
38.0
48.8
Total
427.1
372.4
DISTRIBUTION OF TURNOVER BY BUSINESS AREA
MEUR
2024
2023
Restaurants
140.2
133.9
Entertainment venues
103.8
109.1
Fast food restaurants
54.2
49.6
Restaurants in Norway
41.2
40.4
Restaurants in Denmark
39.6
24.3
Restaurants in Switzerland*
48.1
15.1
Total
427.1
372.4
*Included in figures from 1 September 2023
The Group monitors sales separately for goods and services. The sale of goods primarily
comprises food and beverage sales by restaurant operations to private and corporate
customers. The services include restaurants’ game, sauna and ticket revenue and
marketing support payments received. The Group has sales in Finland, Denmark, Norway
and Switzerland.
Asset and debt items based on contracts with customers
Of asset items based on contracts, a total of MEUR -0.5 (-0.2) was recognised as credit
losses and IFRS 9 credit loss provisions during the period 1 January–31 December 2024.
The Group has no asset items recognised for the costs of obtaining or fulfilling contracts
with customers. The Group’s contracts with customers do not include restitution or
repayment obligations or special warranty terms.
Restaurants sell gift cards, which are presented in current liabilities. Gift card revenue is
recognised when the card is used. On 31 December 2024, the value of gift cards sold was
MEUR 3.8 (3.6), and they are expected to be recognised as revenue during the next 12
months.
The total impact from the company acquisitions carried out in 2024 on trade receivables and
other non-interest-bearing receivables was MEUR 4.3 (3.5), see page
ACCOUNTING PRINCIPLES
In the restaurant business, the customers are mainly private individuals and there is a
small number of contract customers. The amount of profit recorded for the sale of goods
at the time of sale comprises the fair value of the compensation that is or will be received
for the sold item, less any VAT as well as volume discounts and other discounts. Most of
the Group’s income is generated from retail sales, where the payment instruments are
cash and credit cards. Contract customers’ sales revenue is recognised immediately after
the restaurant services have been provided in connection with invoicing. In the restaurant
business, the revenue for sold gift cards is recognised when the cards are used. Gift card
revenue is expected to be recognised in the following 12 months. Turnover for services is
recorded as the Group performs the service and the customer receives control over it.
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2.2. OPERATING SEGMENTS
2024
Finland
International
Eliminations
Group
MEUR
Turnover
298.2
128.9
0.0
427.1
Other operating income
6.1
1.2
0.0
7.3
Depreciation, amortisation and
impairment losses
-43.8
-16.0
0.0
-59.9
EBIT
30.4
11.1
0.0
41.5
Operational EBITDA
35.3
16.1
0.0
51.3
Assets
438.8
202.2
-58.1
582.9
Liabilities
349.3
188.8
-58.1
480.0
Liabilities excluding IFRS 16
impact
194.3
128.6
-58.1
264.8
2023
Finland
International
Eliminations
Group
MEUR
Turnover
292.6
79.7
0.0
372.4
Other operating income
6.5
1.1
0.0
7.6
Depreciation, amortisation and
impairment losses
-40.6
-12.4
0.0
-53.1
EBIT
30.7
5.3
0.0
35.9
Operational EBITDA
35.6
9.1
0.0
44.7
Assets
449.5
179.7
-52.7
576.4
Liabilities
348.0
174.4
-52.7
469.7
Liabilities excluding IFRS 16
impact
196.4
112.3
-52.7
256.0
The business operations of NoHo Partners are divided into two operational reported
segments: the Finnish operations and the International business. The segments’ business
operations are monitored separately, and they are managed as separate units. The Country
Managers of the international business are responsible for their business areas and
participate in the international business steering group work on their business areas.
Selections, product pricing and marketing measures are decided at the country level.
Business management needs vary from segment to segment, as the maturity of the
business operations is very different. The Group’s position in the Finnish market has
stabilised, and in addition to managing daily operational activities, it aims for strong and
profitable growth in the Finnish restaurant and entertainment market. International growth
continues with a new operating model, as the company focuses on being an active investor
in the international restaurant market.
The Group’s supreme operational decision-maker, the Executive Team of NoHo Partners
Group, is responsible for resource allocation and income estimates. The segment
information presented by the Group is based on the management’s internal reporting that is
prepared in accordance with the IFRS standards. The pricing between segments is based
on a fair market price.
The Group’s evaluation of profitability and decisions concerning the resources to be
allocated to a segment are based on the segments’ EBIT. It is the understanding of the
management that this is the most suitable benchmark for comparing the profitability of the
segments to other companies in their respective fields. Financial income and expenses are
not monitored at the segment level, as the Group financing mainly manages the Group’s
liquid assets and financial liabilities.
ACCOUNTING PRINCIPLES
The segment information presented by the Group is based on the management’s internal
reporting that is prepared in accordance with the IFRS standards. The pricing between
segments is based on a fair market price. The Group’s assets and liabilities are not
allocated or monitored segment-by-segment in internal financial reporting.
The Group’s evaluation of profitability and decisions concerning the resources to be
allocated to a segment are based on the segments’ EBIT. It is the understanding of the
management that this is the most suitable benchmark for comparing the profitability of
the segments to other companies in their respective fields.
| 113
2.3. OTHER OPERATING INCOME
MEUR
2024
2023
Rent income
1.3
1.6
Other operating income
5.9
6.0
Total
7.3
7.6
ACCOUNTING PRINCIPLES
Lease income includes lease income for premises. Lease income is recognised as
revenue on a straight-line basis over the lease term. Gains from the sale of tangible
assets are recognised in other operating income. The profit from a sale is determined by
the difference between the sale price and the remaining acquisition cost.
2.4. MATERIALS AND SERVICES
MEUR
2024
2023
Purchases
113.3
92.5
External services
27.7
29.8
Total
141.0
122.3
ACCOUNTING PRINCIPLES
Purchases include food, beverages and other supplies and services related to the
production of restaurant services. External services consist mainly of leased restaurant
employees.
2.5. EMPLOYEE BENEFITS
During January–December 2024, NoHo Partners Group employed on average 1,373 (1,380)
full-time employees and 687 (661) part-time employees converted into full-time employees
as well as 403 (396) rented employees converted into full-time employees.
Depending on the season, some 2,800 people converted into full-time employees work at
the Group at the same time under normal circumstances.
MEUR
2024
2023
Salaries
93.1
78.4
Pension costs – defined contribution plans
11.4
10.9
Pension costs – defined benefit plans
0.2
0.0
Social security costs
4.9
3.8
Expenses recognised on the share-based incentive plan
-0.1
0.7
Total
109.5
93.9
2024
2023
Group personnel on average during the period
2,060
2,041
| 114
Information on defined benefit plans
The Group has a defined benefit pension plan in Switzerland which is included in the
balance sheet for the first time on 31 December 2023.
MEUR
Present
value of
pension
obligation
Fair value
of plan
assets
Net defined
benefit
obligation
Balance January 1, 2024
4.8
4.5
0.3
Current service costs
0.3
0.0
0.3
Net interest costs
0.1
0.1
0.0
Components of defined benefit costs
recognized in the consolidated statements
of income
0.4
0.1
0.4
Remeasurements
0.1
0.0
0.1
Remeasurements recognized in the
consolidated statements of comprehensive
income
0.1
0.0
0.1
Employer contributions
0.0
0.5
-0.5
Plan participants’ contributions
0.4
0.4
0.0
Benefits paid
-0.9
-0.9
0.0
Business combinations
0.7
0.7
0.0
Other
0.2
0.7
-0.6
Balance December 31, 2024
5.4
5.2
0.2
The anticipated payments for the defined benefit plan in 2025 are MEUR 0.4.
Distribution of plan assets
MEUR
2024
2023
Equities
2.0
1.7
Bonds
2.1
1.3
Real estate
1.3
1.2
Alternative investments
0.1
0.6
Cash
0.1
0.1
Assets not available to Company
-0.4
-0.4
Net plan assets
5.2
4.5
Principal actuarial assumptions
2024
2023
Discount rate, %
1.0
1.9
Salary increase, %
1.3
1.3
Inflation rate, %
1.0
1.0
Pension indexation, %
0.0
0.0
Average remaining years of service, years
2.8
2.5
Sensitivity analysis on principal actuarial assumptions
MEUR
2024
2023
Discount rate -0.25%
0.1
0.1
Discount rate +0.25%
-0.1
-0.1
Salary increase +0.25%
0.0
0.0
Salary increase -0.25%
0.0
0.0
The duration of defined benefit obligation is 10.3 years. Duration is calculated by using a
discount rate of 0.95 %.
The management’s employment benefits are described on page
. The share-based
incentive plan is described on page
| 115
ACCOUNTING PRINCIPLES
The Group has pension arrangements based on local practices in Finland, Norway,
Denmark and Switzerland.
Pension obligations are classified as defined contribution or defined benefit plans. The
Group's statutory pension plans in Finland, Norway and Denmark have been classified as
defined contribution plans and the arrangement in Switzerland as defined benefit plan.
In a defined contribution plan, the Group pays fixed fees for a pension plan to a pension
insurance company. The Group is not legally or constructively obligated to make
additional payments if the recipient of the payments does not have sufficient funds to pay
the pension benefits that the employees have earned for the current period or periods
preceding it. In a defined contribution plan, the payments made are recorded into the
income statement for the financial period that the charge applies to.
Defined benefit plans define an amount of pension benefit that an employee will receive
on retirement. The size of the benefit is dependent on factors such as age, years of
service and compensation. The present value of the post-employment benefit, which is
earned by the employees during the financial year, is recognised as current service cost.
The liability recognised in the balance sheet in respect of defined pension plans is the
present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method. The present value of the
defined benefit obligations is determined by discounting the estimated future cash flows
using interest rates of high-quality corporate bonds. The bonds are denominated in the
currency in which the benefits will be paid and have terms to maturity approximating to
the terms of the related pension obligation. Actuarial gains and losses arising from
experience adjustments and changes in actuarial assumptions are charged or credited to
equity in other comprehensive income in the period in which they arise.
Key estimates and judgements
The present value of the pension obligations depends on several factors based on
actuarial assumptions. The data used in the calculations may deviate from the actual
outcome due to changes in e.g. market- and economic conditions and the duration of
employment contracts. Significant changes in the assumptions may impact the carrying
amount of pension obligations and expense.
2.6. SHARE-BASED PAYMENTS
Expenses recognised on the share-based incentive plan
MEUR
2024
2023
Earning period 4
-0.1
0.7
The Board will confirm the earning criteria, the related target levels and the individuals
included in the plan before the start of each earning period. Any share reward for each
earning period can be paid as shares, money or a combination thereof. Rewards can also
be paid for an earning period based on reaching the targets set by the Board and the
continuation of the employment contract. The Board may decide on including new key
persons in the system and on their right to the reward such that the validity of their
employment contract is considered when determining the maximum reward. The share
reward based on this system will be paid in the spring following the end of the earning
period.
Earning period 3
The board of NoHo Partners Plc decided on 28 February 2024, to carry out a directed free
share issue to the company's CEO and Deputy CEO for the payment of deferred
compensation earned from the third earning period ending on 31 March 2023, under the
share-based incentive plan. The decision on the share issue has been made based on the
authorization granted by the annual general meeting on 19 April 2023. Information about the
long-term share-based incentive plan aimed at key personnel has been communicated in a
stock exchange release published on 30 November 2018, as well as on the company's
website. In the share issue, it was decided to issue a total of 34,037 new shares of the
company free of charge in connection with the share-based incentive plan. With the
issuance of the new shares, the total number of shares of NoHo Partners Plc increased to
21,009,715 shares.
Earning period 4
On 22 December 2022, NoHo Partners Plc announced the fourth earning period of the long-
term share-based remuneration scheme for key personnel. The fourth earning period is 24
months, starting on 1 January 2023, and ending on 31 December 2024.The reward criteria
for the fourth earning period are based on NoHo Partners Plc’s profitable growth. There are
ten participants in the long-term incentive plan’s fourth earning period.
A maximum of 280,420 reward shares could be awarded for the fourth earning period. The
value of the maximum reward at the average share price on the trading day on 21
| 116
December 2022 would be approximately MEUR 2.0. The Board of Directors estimates that if
the reward is fully paid in new shares, the maximum dilutive effect on the number of the
company’s registered shares for the fourth earning period is 1.34%. Based on the
management’s estimate, MEUR 0.6 has been recognised as expenses for the fourth earning
period during the financial year.
Share-based incentive plan starting from 1 January 2025
NoHo Partners Plc announced on 12 February 2025, that the company's board has decided
on a new share-based incentive plan aimed at key personnel, as well as the first earning
period of the share-based remuneration scheme. The length of the first earning period is 24
months, from 1 January 2025 to 31 December 2026. A total of up to 275,000 shares of
NoHo Partners Plc can be paid as compensation for the first earning period. The earning
criteria for the first earning period are based on the profitability of the company's business.
The share-based compensation system includes 10 individuals during the first earning
period.
ACCOUNTING PRINCIPLES
The fair value of shares given without consideration to key personnel within the share
reward system is recorded as an expense for the period to which the arrangement is
related. The fair value is determined at the time of giving the shares, recorded as staff
expenses and listed as earnings under equity. The number of shares that key personnel
are expected to become entitled to is determined based on the assessed completion of
the financial conditions set by the Board. The assessments are reviewed at the end of
every reporting period and the adjustments are recognised in personnel expenses
through profit or loss and under equity.
KEY ESTIMATES AND JUDGEMENTS
The cost impact recognised due to the Group’s share-based incentive plan is based on
the management’s assessment of the achievement of the financial conditions set by the
Board.
2.7. OTHER OPERATING EXPENSES
MEUR
2024
2023
Voluntary indirect employee costs
3.1
3.1
Business premises expenses
26.0
22.5
Machinery, equipment and IC expenses
15.5
14.9
Travel expenses
1.4
1.2
Marketing, performer and entertainment expenses
22.1
19.3
Other expenses
14.4
13.9
Total
82.5
74.9
ACCOUNTING PRINCIPLES
Other operating expenses include the cost of goods and services other than those sold,
such as voluntary personnel costs, marketing costs, information system costs and rents
and other costs related to premises recognised in the income statement from leases
classified as current or leased equipment classified as low value. Other operating
expenses also include losses from the disposal of tangible and intangible assets and
losses from the sale of operations. Other expenses consist of outsourced financial and
administrative services and other items that are not material in isolation.
2.8. AUDITOR’S FEES
MEUR
2024
2023
Audit
0.8
0.7
Assignments referred to in 1.1,2§ of the Audit Act
0.1
0.0
Other fees
0.0
0.2
Total
1.0
0.9
The auditing firm was Ernst & Young Oy.
| 117
2.9. DEPRECIATION, AMORTISATION AND IMPAIRMENT
MEUR
2024
2023
Intangible assets
Non-competition agreements
0.2
0.4
Brands and name-use-rights
2.1
3.0
IC software
0.1
0.2
Customer relationships
1.4
0.3
Other intangible assets
0.2
0.0
Total
4.0
4.0
Tangible assets
Improvement costs of rental premises
6.3
5.6
Buildings
0.1
0.1
Machinery and equipment
7.0
5.3
Total
13.3
11.0
Right-of-use assets
IFRS 16 Machinery and equipment
3.3
3.2
IFRS 16 Properties
38.8
34.0
IFRS 16 Land and water areas
0.3
0.3
Total
42.4
37.5
Impairment and additional depreciation
Intangible assets
0.0
0.1
Tangible assets
0.1
0.5
Total
0.1
0.6
Depreciation, amortisation and impairment total
59.9
53.1
2.10. INCOME TAXES
MEUR
2024
2023
Tax based on the taxable income from the financial period
-4.1
-3.6
Change in deferred taxes
1.2
1.0
Total
-3.0
-2.6
TAX EXPENSE RECONCILIATION CALCULATIONS
MEUR
2024
2023
Profit/loss before taxes
17.9
12.9
Profit calculated at 20% tax
-3.6
-2.5
Impact of foreign tax rates on the tax rate
0.1
0.1
Non-deductible expenses
-0.5
-2.6
Use of previously unrecognised tax losses
0.0
0.2
Deferred tax asset recognised for unrecognised confirmed
losses in prior periods
1.4
1.1
Unrecognised deferred financial period assets on losses for
the financial period
-0.7
-0.4
Tax -exempt income
0.0
0.6
Share-based incentive plan
0.1
0.0
Consolidated adjustments to the income statement
0.2
0.1
Taxes for prior financial periods
0.0
0.9
Tax expenses in the income statement
-3.0
-2.6
| 118
ACCOUNTING PRINCIPLES
The tax costs in the income statement are based on the taxable income from the financial
period and deferred tax. Taxes are recorded through profit or loss, except in cases where
they are directly related to items registered as equity or other items in the total
comprehensive income. In these cases, their tax effects are also recorded as equity in
these items. Tax based on the taxable income from the financial period is calculated
using the taxable income and the applicable tax rate in each country. The taxes are
adjusted by any taxes related to previous financial periods. The accounting principles for
deferred taxes are presented on page
KEY ESTIMATES AND JUDGEMENTS
The tax costs in the consolidated income statement are based on the taxable income
from the financial period, adjustment of taxes from the previous financial periods and
change in deferred tax. Estimates by the management are related to, amongst other
things, to utilising deferred tax assets against taxable income in the coming years.
| 119
2.11. DEFERRED TAX ASSETS AND LIABILITIES
2024
1 Jan
Recognised in the income
statement
Business combinations
Other changes and write-
offs
31 Dec
MEUR
Deferred tax assets
On confirmed losses
8.3
-0.9
0.0
1.1
8.5
On Group eliminations
1.9
-0.1
0.0
0.0
1.7
On opening marketing expenses
0.1
0.0
0.0
0.0
0.1
On intangible rights
0.1
0.0
0.0
0.0
0.1
On other items
1.4
1.7
0.0
0.0
3.2
Right-of-use assets
2.3
0.5
0.0
0.0
2.7
Deferred tax assets total
14.1
1.2
0.0
1.0
16.3
Deferred tax liabilities
Periodisation of loan expenses using the effective interest rate method
0.2
0.1
0.0
0.0
0.3
On the reversal of the amortisation of goodwill
1.6
0.5
0.0
0.0
2.1
On intangible rights
8.1
-0.8
1.3
0.0
8.6
On business combinations
0.1
0.0
0.0
0.0
0.1
On other items
0.9
0.3
0.0
0.4
1.6
Deferred tax liabilities total
10.9
0.0
1.3
0.3
12.6
| 120
2023
1 Jan
Recognised in the income
statement
Business combinations
Other changes and write-
offs
31 Dec
MEUR
Deferred tax assets
On confirmed losses
8.5
-0.1
0.0
-0.1
8.3
On Group eliminations
2.1
-0.2
0.0
0.0
1.9
On opening marketing expenses
0.0
0.0
0.0
0.0
0.1
On intangible rights
0.1
0.0
0.0
0.0
0.1
On other items
0.4
0.9
0.0
0.1
1.4
Right-of-use assets
1.9
0.4
0.0
0.0
2.3
Deferred tax assets total
13.0
1.0
0.0
0.1
14.1
Deferred tax liabilities
Periodisation of loan expenses using the effective interest rate method
0.0
0.2
0.0
0.0
0.2
On the reversal of the amortisation of goodwill
1.2
0.4
0.0
0.0
1.6
On intangible rights
7.2
-0.7
1.7
0.0
8.1
On business combinations
0.1
0.0
0.0
0.0
0.1
On other items
0.7
0.1
0.0
0.1
0.9
Deferred tax liabilities total
9.2
0.0
1.7
0.1
10.9
| 121
On 31 December 2024, the Group had MEUR 10.2 (7.3) in confirmed losses for which a
deferred tax asset has not been recognised because it is not probable that the Group will
accrue a taxable income that could be utilised against the losses before their expiration. The
losses in question will expire in 2025–2034.
ACCOUNTING PRINCIPLES
Deferred tax is calculated for any temporary differences between carrying amounts and
tax bases. The largest temporary differences are generated by the differences between
the carrying amounts and tax bases of property, plant and equipment and intangible
assets, fair value adjustments of assets and liabilities during combination of business
operations, and unused tax losses. Deferred taxes have been calculated using the tax
rates that have been enacted or substantively enacted on the date of the closing of the
books.
Deferred tax assets and tax liabilities have been calculated using the following tax rates:
Finland 20.0%, Norway and Denmark 22.0% and Switzerland 15.0%.
Deferred tax assets are recorded up to the probable amount of future taxable income
against which the temporary difference can be utilised. The prerequisites for recording
deferred tax assets are estimated in this respect on each closing date.
However, deferred tax liabilities are not recognised when the asset item or liability in
question is one that would be originally entered into the bookkeeping, there is no
combination of business operations involved, and the recognition of such an asset item
or liability does not affect the result of the bookkeeping or the taxable income at the time
when the business transaction takes place.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable
right to offset the current tax assets and liabilities at the same time and when the
deferred tax assets and liabilities are related to taxes on income collected by the same
recipient, either from the same taxpayer or different taxpayers, when the aim is to realise
the assets and liabilities in their net amounts.
2.12. EARNINGS PER SHARE
MEUR
2024
2023
Profit for the financial period attributable to owners
of the Company
11.3
7.9
Weighted average number of shares
21,006,879
20,864,459
Number of shares with dilutive effect of the share-based
incentive plan
280,420
208,284
Diluted weighted average number of shares
21,234,720
21,056,584
Basic earnings per share (EUR/share)
0.54
0.38
Diluted earnings per share (EUR/share)
0.53
0.37
ACCOUNTING PRINCIPLES
Basic earnings per share are calculated by dividing the profit for the financial period
attributable to the owners of the parent company by the weighted average number of
outstanding shares for the financial period.
Diluted earnings per share are calculated by adjusting the weighted average number of
shares by the dilutive effect of potential share-based payments.
| 122
3. ACQUISITIONS AND DISPOSALS OF BUSINESS OPERATIONS
3.1. ACQUIRED BUSINESS OPERATIONS
ACQUISITIONS IN 2024
Business
acquired
Shareholding
acquired, %
Ownership and
management
right transfer
Country
Finnish operations
Fame Club, Tampere
x
1.9.2024
Finland
Calos Oy (H5 Ravintolat),
Tampere
75
15.10.2024
Finland
International business
Vulkan Catering AS, Oslo
100
1.1.2024
Norway
Triple Trading ApS,
Lyngby
51
1.4.2024
Denmark
Better Burger Society -subgroup
VCSB SA, Vevey
100
1.7.2024
Switzerland
Bern business aquisition
x
4.7.2024
Switzerland
Luzern business
aquisition
x
6.7.2024
Switzerland
DP Gastronomie Sarl,
Yverdon
100
1.8.2024
Switzerland
Most significant acquisitions in the financial period
Finnish Operations
Restaykkönen Plc acquired the business of a nightclub restaurant named Fame Club on 1
September 2024.
NoHo Partners Plc acquired a 75% share of ownership in Calos Oy, which operates in the
restaurant business, through H5 Ravintolat Oy on 15 October 2024.
International Business
The Norwegian subsidiary NoHo Skagstind Holding AS acquired the entire share capital of
the Norwegian Vulkan Catering AS on 1 January 2024.
The Danish subsidiary NoHo TT Holding ApS acquired a 51% share of ownership in the
Danish company Triple Trading ApS on 1 April 2024.
Better Burger Society Subgroup
Holy Cow! Gourmet Burger Company SA executed business transactions in Bern and
Lucerne for restaurants that will be converted into Holy Cow! restaurants.
Parsaco Food Courts GmbH acquired the entire share capital of DP Gastronomie Sarl on 1
August 2024, and its business will be transformed into a Holy Cow! restaurant.
| 123
Total value of acquired assets and liabilities at the moment of transfer of control
Finnish
operations
International business
Total
MEUR
Triple Trading
ApS
Other Int.
Business
Assets
Intangible assets
0.9
4.9
0.0
5.8
Property, plant and
equipment
1.2
0.1
0.1
1.3
Non-current receivables
0.0
0.0
0.1
0.1
Current receivables
0.5
3.5
0.3
4.3
Inventories
0.3
1.1
0.0
1.4
Cash and cash equivalents
0.2
0.1
0.9
1.2
Assets in total
3.1
9.6
1.4
14.1
Liabilities
Deferred tax liabilities
0.2
1.1
0.0
1.3
Provisions
0.0
0.5
0.0
0.5
Financial liabilities
0.0
0.0
0.1
0.1
Other payables
0.9
1.2
0.9
2.9
Liabilities in total
1.1
2.9
1.0
4.9
Net assets
2.0
6.8
0.4
9.2
Total purchase
consideration at time of
acquisition
Share of purchase
consideration consisting of
cash and cash equivalents
1.9
2.3
2.9
7.1
Debt share
3.8
0.0
0.0
3.8
Contingent purchase
consideration
0.2
6.7
0.5
7.3
Total purchase
consideration
5.8
9.0
3.5
18.2
Generation of goodwill
through acquisitions
Total purchase consideration
5.8
9.0
3.5
18.2
Non-controlling interests
0.5
3.3
0.0
3.8
Net identifiable assets of the
acquired entity
2.0
6.8
0.4
9.2
Goodwill
4.3
5.6
3.1
12.9
The fair value of acquired receivables and the contractual gross amounts correspond to the
carrying amounts of the receivables at the time of the acquisition. The tax-deductible
goodwill amounts to MEUR 0.9.
The acquisition cost calculations are preliminary. The acquisitions do not involve significant
expenses from external experts.
IFRS 16 right-of-use assets of the acquired businesses
MEUR
Total
Finnish operations
2.4
International business
3.2
Effect of acquisitions
MEUR
Finnish
operations
International
business
Total
Impact on the Group’s profit for the period figures
Turnover
2.7
15.4
18.2
Net income
0.2
1.4
1.6
Estimated effect if the acquisition were made at the
beginning of the financial period
Turnover
9.7
21.3
31.0
Net income
0.7
1.8
2.5
The figures take into account the amortization of intangible assets related to the acquisitions
and the associated change in deferred tax.
| 124
Group in total
The acquisitions generated a total of MEUR 12.9 in goodwill based on expected synergy
benefits and gains from combining the acquired restaurants with the Group’s other
restaurant concepts and services. The acquisitions generated a total of MEUR 5.8 in fair
value allocation in intangible rights.
Determination of contingent transaction prices
The business in Norway involves put and call options extending to 2026 for the redemption
of shares held by minority shareholders. The company has assessed that the probability of
exercising the options is high. The value of the put and call options for minority shareholders
MEUR 1.2 is presented as a conditional additional purchase price in liabilities. According to
the agreements, the fair value of the companies will be determined in 2026.
The acquisition related to NoHo Skagstind Holding AS in the third quarter of 2023 includes
an additional purchase price of MEUR 0.9, which is conditional upon meeting certain
profitability targets for 2024. In the first quarter of 2024, the purchase price of MEUR 0.5 for
the acquisition of Vulkan Catering AS by the company is conditional upon meeting certain
profitability targets for 2024. According to management's assessment, the purchase price
has been recorded in full.
The acquisition of control in Triple Trading ApS involves an additional purchase price of
MEUR 6.7 recorded based on management's assessment, which is conditional upon
meeting certain profitability targets for 2024. According to management's assessment, the
purchase price has been recorded in full.
The acquisition of Fame Club involves an additional purchase price of MEUR 0.2 recorded
based on management's assessment, which is conditional upon the development of
revenue in the 24 months following the acquisition date of the restaurant.
The acquisition of shares in Calos Oy involves an additional purchase price of EUR 3.8
recorded based on management's assessment, which is conditional upon the development
of operating margins in the 24 months following the acquisition date of the restaurants.
| 125
ACQUISITIONS IN 2023
Business
acquired
Shareholding
acquired, %
Ownership and
management
right transfer
Country
Finnish operations
Night Clubs, Helsinki
x
1.4.2023
Finland
Vin-Vin business
acquisition, Helsinki
x
2.5.2023
Finland
Lumo Laukontori Oy,
Tampere
100
1.6.2023
Finland
SushiBar+Wine business
aquisition, Helsinki
x
1.8.2023
Finland
International business
Kjos Renhold AS, Oslo
100
1.4.2023
Norway
NoHo Skagstind Holding
AS, Oslo
70
1.7.2023
Norway
Countryfestivalen AS,
Oslo
100
1.7.2023
Norway
The Wild Rover business
aquisition, Oslo
x
1.9.2023
Norway
Scene og Pubdrift AS,
Oslo
100
1.9.2023
Norway
Klingenberg Bardrift AS,
Oslo
100
1.9.2023
Norway
Better Burger Society -subgroup
Finago SA, Lausanne
100
1.9.2023
Switzerland
Total value of acquired assets and liabilities at the moment of transfer of control
Finnish
operations
International business
Total
MEUR
Holy Cow! -
acquisition
Other Int.
business
Assets
Intangible assets
2.2
8.3
0.8
11.3
Property, plant and
equipment
0.9
5.8
0.5
7.3
Non-current receivables
0.2
0.1
0.0
0.3
Current receivables
0.3
2.3
1.1
3.7
Inventories
0.2
0.5
0.2
0.9
Cash and cash equivalents
0.0
1.9
1.1
3.0
Assets in total
3.9
18.9
3.7
26.5
Liabilities
Deferred tax liabilities
0.0
1.5
0.2
1.7
Financial liabilities
1.8
1.2
0.0
3.1
Other payables
8.5
9.0
2.1
19.6
Liabilities in total
10.4
11.7
2.3
24.4
Net assets
-6.5
7.2
1.4
2.2
Total purchase
consideration at time of
acquisition
Share of purchase
consideration consisting of
cash and cash equivalents
3.3
27.6
3.1
34.1
Share of equity of the
purchase consideration
0.0
0.0
1.5
1.5
Share of debt
0.0
5.1
2.0
7.0
Contingent purchase
consideration
0.0
0.0
0.9
0.9
Total purchase
consideration
3.3
32.7
7.5
43.5
Generation of goodwill
through acquisitions
Total purchase consideration
3.3
32.7
7.5
43.5
Net identifiable assets of the
acquired entity
-6.5
7.2
1.4
2.2
Goodwill
9.7
25.5
6.1
41.3
| 126
The fair value of acquired receivables and the contractual gross amounts correspond to the
carrying amounts of the receivables at the time of the acquisition. The tax-deductible
goodwill amounts to MEUR 7.9.
The acquisition of Helsinki nightclubs (Apollo Live Club, Maxine and Kaivohuone) involves a
40% minority stake, which does not affect the net assets at the time of acquisition.
Regarding the acquisition of Better Burger Society, out of the MEUR 2.5 in expert costs,
MEUR 1.5 were recorded in the income statement under other business expenses, and
MEUR 1.0 of financing-related costs were allocated over the loan maturity period. There are
no significant external expert costs associated with other acquisitions.
IFRS 16 right-of-use assets of the acquired businesses
MEUR
Total
Finnish operations
15.2
International business
24.7
The balance of International business includes MEUR 11.3 of IFRS 16 right-of-use assets
from the acquisition in Switzerland.
Effect of acquisitions
MEUR
Finnish
operations
International
business
Total
Impact on the Group’s profit for the period figures
Turnover
10.1
20.6
30.6
Net income
-0.4
2.1
1.8
Estimated effect if the acquisition were made at the
beginning of the financial period
Turnover
15.3
65.8
81.0
Net income
-0.7
4.0
3.2
The depreciation of intangible assets related to acquisitions and the associated change in
deferred taxes have been taken into account in the figures.
Group in total
The acquisitions generated a total of MEUR 41.3 in goodwill based on expected synergy
benefits, establishment into new market areas and expected gains from combining the
acquired restaurants with the Group’s other restaurant concepts and services. The
acquisitions generated a total of MEUR 11.0 in fair value allocation in intangible rights.
| 127
3.2. NON-CONTROLLING INTERESTS
ACQUISITIONS
Acquisition
date
Acquired share,
%
New ownership
interest, %
Finnish operations
NoHo Partners International
Oy
28.4.2024
1
100
Rivermax Oy
27.9.2024
3
75
Suomen Siipiravintolat Oy
10.10.2024
5
90
Beaniemax Oy
20.11.2024
20
100
International business
Kjos Renhold AS
15.4.2024
5
100
NoHo Norway AS
28.4.2024
1
87
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
0.7
-0.1
-0.6
International business
0.1
-0.1
0.0
Total
0.8
-0.2
-0.7
ACQUISITIONS
Acquisition
date
Acquired share,
%
New ownership
interest, %
Finnish operations
Stadin Night Oy
17.3.2023
9
60
Nordic Gourmet Oy
19.4.2023
26
100
Friends & Brgrs AB Oy
29.8.2023
29
100
Suomen Siipiravintolat Oy
8.9.2023
5
85
Taikinapojat Oy
13.10.2023
30
100
Harry's Ravintolat Oy
28.11.2023
10
100
Suomen Diner Ravintolat
Oy
27.12.2023
20
100
Dinnermax Oy
29.12.2023
30
100
International business
NoHo Trøbbelskyter AS
27.2.2023
10
100
The Bird Mother ApS
20.6.2023
8
100
Ruby Group Holding ApS
1.7.2023
20
100
Cock's & Cows ApS
8.8.2023
2
100
Ebony & Ivory Aps
30.11.2023
5
100
Lidkoeb ApS
30.11.2023
5
100
Kjos Renhold AS
1.12.2023
5
96
Chogo Biel Ag
1.12.2023
49
100
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
7.8
-0.4
-0.9
International business
3.3
-0.3
-3.1
Total
11.1
-0.7
-3.9
| 128
DISPOSALS 2024
Date of
sale
Shareholding
sold, %
New ownership
interest, %
Finnish operations
Nunc est Bibendum Oy
1.3.2024
30
70
Restaykkönen Oy
28.8.2024
30
70
Latitude 25 Oy
12.9.2024
13
65
International business
Hook AS
1.3.2024
5
95
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
0.0
0.0
0.0
International business
0.0
0.0
0.0
Total
0.0
0.0
0.0
The values in the notes are 0.0 due to rounding.
DISPOSALS 2023
Date of
sale
Shareholding
sold, %
New ownership
interest, %
Finnish operations
-
-
-
-
International business
Kjos Renhold AS
1.4.2023
9
91
Noho Skagstind Holding AS
1.7.2023
30
70
Nieu Soria Moria AS
5.12.2023
25
55
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
0.0
0.0
0.0
International business
0.1
0.0
-0.1
Total
0.1
0.0
-0.1
ACCOUNTING PRINCIPLES
The shares of non-controlling interests of subsidiaries’ income and equity are presented as
separate items in the Group’s income statement, statement of comprehensive income,
statement of changes in equity and balance sheet.
Transactions completed with non-controlling interests that do not result in a loss of control
are treated as transactions with shareholders. A change in holding results in the
adjustment of carrying amounts between the holdings of the Group and noncontrolling
interests. The difference between the adjustment made to non-controlling interests’ holding
and the paid or received consideration is recognised in earnings.
The non-controlling interests in an acquired company are recognised at either fair value or
the amount corresponding to the proportion of the non-controlling interests in the net
identifiable assets of the company acquired.
| 129
3.3. SOLD BUSINESS OPERATIONS
BUSINESS OPERATIONS SOLD 2024
Group’s shares in subsidiaries and businesses sold during the financial period
Name
Business
sold
Shareholding
sold, %
Date of
control transfer
Country
Finnish operations
Restaurant business, HSF,
Hanko
x
12.3.2024
Finland
Restaurant business, YO-talo,
Tampere
x
1.6.2024
Finland
Total value of the assets and liabilities sold at the moment of transfer of control
MEUR
Total
Goodwill
0.1
Property, plant and equipment
0.2
Right-of-use assets
0.3
Liabilities for right-of-use assets
-0.3
Net assets total
0.2
Losses on disposal totalling MEUR 0.1 were recognised in the income statement.
BUSINESS OPERATIONS SOLD 2023
Group’s shares in subsidiaries and businesses sold during the financial period
Name
Business
sold
Shareholding
sold, %
Date of
control transfer
Country
Finnish operations
Restaurant business, Ale Pub
Telakka, Turku
x
31.12.2023
Finland
International business
Restaurant business, Luca
Østerbro, Copenhagen
x
1.12.2023
Denmark
Restaurant business, Cock's
& Cows Amager,
Copenhagen
x
30.9.2023
Denmark
Total value of the assets and liabilities sold at the moment of transfer of control
MEUR
Total
Goodwill
0.1
Property, plant and equipment
0.3
Right-of-use assets
0.5
Liabilities for right-of-use assets
-0.5
Net assets in total
0.3
Losses on disposal totalling MEUR 0.5 were recognised in the income statement.
| 130
4. CAPITAL EXPENDITURE
4.1. INTANGIBLE ASSETS
2024
Goodwill
Intangible
assets
Total
MEUR
Acquisition cost 1 January
181.4
91.3
272.8
Business combinations
12.9
5.8
18.7
Increase
0.1
0.1
Decrease and disposals
-0.1
0.0
-0.1
Translation differences
-0.7
0.1
-0.7
Acquisition cost 31 December
193.5
97.2
290.7
Accumulated amortisation and impairment
losses
1 January
-0.2
-45.1
-45.3
Depreciation
-4.0
-4.0
31 December
-0.2
-49.1
-49.3
Carrying amount 31 December
193.4
48.2
241.6
Book value 1 January
181.3
46.2
227.6
2023
Goodwill
Intangible
assets
Total
MEUR
Acquisition cost 1 January
141.1
79.0
220.2
Business combinations
41.3
11.3
52.6
Increase
1.0
1.0
Decrease and disposals
-0.1
-0.1
-0.2
Translation differences
-0.9
0.1
-0.8
Acquisition cost 31 December
181.4
91.3
272.8
Accumulated amortisation and impairment
losses
1 January
-0.2
-41.1
-41.2
Additional depreciation
-0.1
-0.1
Depreciation
-4.0
-4.0
31 December
-0.2
-45.1
-45.3
Carrying amount 31 December
181.3
46.2
227.6
Book value 1 January
141.0
38.0
179.0
Brands and name-use-rights included in intangible assets
2024
1 Jan
Increase
Translation
difference
Depreciation
31 Dec
MEUR
Indefinite useful life
21.6
21.6
Depreciation over 4 years
0.3
-0.2
0.1
Depreciation over 5 years
0.7
0.9
-0.2
1.4
Depreciation over 6 years
0.7
-0.1
0.6
Depreciation over 10 years
6.8
-1.2
5.6
Depreciation over 15 years
4.0
-0.4
3.5
Total
34.0
0.9
0.0
-2.1
32.8
2023
1 Jan
Increase
Translation
difference
Depreciation
31 Dec
MEUR
Indefinite useful life
21.7
-0.1
21.6
Depreciation over 4 years
0.7
-0.4
0.3
Depreciation over 5 years
1.3
0.5
-1.1
0.7
Depreciation over 6 years
0.8
0.7
Depreciation over 10 years
6.3
1.4
-1.0
6.8
Depreciation over 15 years
4.4
-0.4
4.0
Total
34.3
2.7
-0.1
-3.0
34.0
ACCOUNTING PRINCIPLES
The Group's intangible assets mainly consist of goodwill generated from the combination
of business operations as well as identified brands and other identifiable intangible
assets, such as name-use-rights, non-competition and customer agreements and
beneficial lease agreements.
Goodwill
Goodwill generated from the combination of business operations is recorded at the
amount by which the assigned purchase consideration, the share of non-controlling
interests in the object acquired and the previously owned share combined exceed the fair
value of the acquired net assets. Goodwill represents the payment made by the acquiring
| 131
party in order to accrue future economic benefit that cannot be identified and recorded as
separate asset items.
Goodwill is not amortised. Instead, goodwill is tested for possible impairment each year.
Goodwill is measured at its original acquisition cost less any impairment.
Brands and name-use-rights
Restaurant brands identified when combining business operations are recognised at their
fair value at the time of the acquisition. The fair value of restaurant brands with a limited
life is based on the estimated royalty level, and they are recorded on the balance sheet at
the acquisition cost less the accrued depreciations and impairment losses. Brands with a
limited life are depreciated over their estimated useful life as straight-line depreciations
based on 4, 5, 6, 10 or 15 years.
The Group has six restaurants with a long tradition in Helsinki which it has protected with
registrations. These are some of the most renowned restaurants in Finland: Kulosaaren
Casino has been in operation since 1915, Savoy and Elite since the 1930s and Palace
since the 1950s. In addition, Strindberg and Ravintola Teatteri have operated on
Esplanadi for decades with their own, established concepts. All six restaurants have
established an essential position in the Finnish restaurant culture and are expected to
operate for so long that no depreciation time can be determined for them. These
restaurants are considered to have an indefinite useful life because a depreciation time
cannot be determined due to their established position. The Group has a legal right to the
registrations, the registrations will be renewed and the costs due to the renewal are
immaterial. The fair value of the restaurant brands with an indefinite useful life is based
on the royalty level estimated by the management, and they are measured at the original
acquisition cost less any impairment. Brands with an indefinite useful life are not
depreciated; instead, they are tested on a yearly basis similarly to goodwill.
In connection with completed acquisitions, the Group has received the right to use the
acquired companies’ names. As part of the purchase price allocation, the most significant
name-use-rights have been assigned a value recognised under intangible assets.
Transferable rights relating to leases
In Denmark, the leases of restaurant facilities involve transfer rights for which a value can
be assigned in connection with an acquisition. These rights enable access to the leased
premises, which is a commonly used practice in Denmark, and, if the Group desires, it is
legally entitled to sell the transfer rights. These transfer rights are considered to have an
indefinite useful life because they are valid indefinitely and the Group is entitled to sell
them. The fair value of the transfer rights is based on the price level in the market, and
the rights are recognised under intangible assets. Transfer rights with an indefinite useful
life are not depreciated; instead, they are tested on a yearly basis similarly to goodwill.
Other intangible assets
Other intangible assets are only recognised when they are likely to result in future
economic benefit to the company and their acquisition cost can be reliably determined.
Other intangible assets with a limited useful life that have been identified during the
combination of business operations are recorded separately from goodwill on the balance
sheet if they fit the definition of an asset and can be itemised, or if they are created by
agreements or legal rights and their fair value can be reliably determined.
Fair value recognised in intangible assets has been determined for the following items,
amongst others, in connection with acquisitions:
•
Non-competition, usually based on a non-competition clause for the selling party for
a specific period
•
Customer contracts based on existing customer contracts/customer relationships
•
Beneficial lease agreements
With the exception of the aforementioned brands with an indefinite useful life, the
acquisition cost of intangible assets is recognised as a depreciation expense in the
income statement based on the following estimated useful lives:
•
Brands and name-use-rights, depreciation period 4-15 years
•
Non-competition agreement, depreciation period 2-5 years
•
Customer contracts, depreciation period 5 years
The residual value, useful life and depreciation method of assets are reviewed, at a
minimum, at the end of each financial period and, if necessary, adjusted to reflect the
actual changes in expectations of economic benefit.
The recording of depreciations is stopped when an intangible asset is classified as held
for sale (or included in a disposal group classified as held for sale) in accordance with
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
| 132
KEY ESTIMATES AND JUDGEMENTS
The Group's intangible assets mainly consist of goodwill generated from the combination
of business operations as well as identified brands and other identifiable intangible
assets, such as name-use-rights, non-competition and customer agreements and
beneficial lease agreements.
When combining business operations, the management conducts assessments
concerning, for example, future cash flows from the acquired business, purchase price
allocations, brand value and useful life, compliance with the conditions of brands with an
indefinite useful life, and synergy benefits gained through acquisitions.
Impairment testing
The Group tests goodwill annually in order to identify any impairment. Furthermore, the
Group tracks internal and external indications of any impairment of goodwill.
The Group carried out impairment testing separately for the Finnish operations and the
international business on 31 December 2024. Impairment testing was carried out using the
book values and calculations of future cash amounts valid at the time. On 31 December
2024, the recoverable cash flow based on value-in-use calculations exceeded the book
value for the Finnish operations by more than MEUR 113 (67) and for the international
business by more than MEUR 100 (21). The impairment tests on 31 December 2024 did not
indicate a need for impairment of goodwill or intangible rights with an indefinite useful life.
The nature of the business operations and the amount of goodwill differ considerable by
segment, as the maturity of the business operations is very different. The position of the
company in the Finnish market has stabilised, and in addition to managing daily operational
activities, it focuses on seeking growth from its strategic focus areas. With regard to
international business operations, the company focuses on growing the operations through
acquisitions and will continue also in future accelerate the growth of the international
operations by acquisitions. In growth supported strongly by acquisitions, it is natural that the
relative size of goodwill in relation to the size of the business is higher than in a stabilised
business. Normally, the differences will even out as the business reaches certain size and
several years´ history of stabilised business.
The group’s goodwill, brands with an indefinite useful life, name-use-rights, non-
competition agreements and leases
MEUR
Finnish
operations
Finnish
operations
International
business
International
business
31 Dec 2024
31 Dec 2023
31 Dec 2024
31 Dec 2023
Goodwill
122.0
117.9
71.3
63.5
Brands and name-use-
rights
20.6
20.6
0.9
1.0
Leases
2.7
2.7
Description of impairment testing and key assumptions
In impairment testing, the book value of cash flow generating units containing goodwill and
other intangible assets with indefinite useful life are compared with their recoverable
amounts. The recoverable amount is the fair value of the group of cash generating units less
the costs of selling, or the utility value, whichever is higher. If the recoverable amount is
lower than the book value entered on the balance sheet, the difference is recognised as an
impairment loss that decreases income. For the impairment testing, the recoverable amount
used has been the utility value calculated by means of the discounted cash flow (DCF)
method.
The forecast cash flows are based on the capacity of the group of cash flow-generating
units that the Group has had at the time of testing. Therefore, expansion investments have
not been taken into account in the cash flow estimates. The Group's cash flow-generating
units or groups thereof operate in the restaurant business. The expansion of the business
into new areas would expand the capacity, and the related investments or resulting gains
are not included in the calculations.
The impairment calculations are based on cash flow predictions and estimates for market
development, drawn up by the Group Executive Team and approved by the Group Board of
Directors, added with the forecast and terminal period. The length of the forecast period
used for the impairment calculations is 4 years.
| 133
Key management-defined assumptions used in testing
Assumption
Description
Growth of turnover
The acquisitions done in 2024 contributed in full for the turnover
of the first review year, after which the turnover is estimated to
stay stable.
EBIT
EBIT is based on the review periods´ budgets approved by the
board, that are based on the management estimates of market,
consumer purchasing power and profitability development of the
restaurant portfolio.
Terminal growth
assumption
The terminal growth assumption is 2%.
Discount rate
A peer company analysis was utilised in determining the
discount rate.
Sensitivity analysis in impairment testing
No impairment losses have been recognised for any presented financial period based on
completed impairment testing. On 31 December 2024, the recoverable cash flow based on
value-in-use calculations exceeded the book value for the Finnish operations by more than
MEUR 113 (67) and for the international business by more than MEUR 100 (21). The
management has prepared sensitivity analyses for essential factors and, based on the
analyses, the recoverable amount equals the book value if the assumptions change one at
a time.
Maintaining the calculated levels of utility value requires that, in accordance with the
company strategy, turnover and EBIT are kept at an acceptable level, competitiveness is
maintained through the continuous monitoring of pricing and cost management as well as
the development of new restaurant concepts.
Segment-specific assumptions for the impairment testing and the outcome of the sensitivity
analysis is presented in the following.
Assumptions used in the calculation of utility value for each testing period
Finnish
operations
Finnish
operations
International
business
International
business
31 Dec 2024
31 Dec 2023
31 Dec 2024
31 Dec 2023
Turnover growth, first
four years,
approximately, %
1.1
1.6
3.7
9.5
EBIT, %, first four
years, approximately
10.1
10.4
11.2
9.5
Terminal growth
assumption, %
2.0
2.0
2.0
2.0
Discount rate before
taxes, %
9.8
11.0
8.6
10.2
Outcome of the sensitivity analysis
Finnish
operations
Finnish
operations
International
business
International
business
31 Dec 2024
31 Dec 2023
31 Dec 2024
31 Dec 2023
Annual decrease in
turnover, %*
1.9
1.3
3.4
1.1
EBIT, %, modified
level, first four years,
approximately, %**
7.3
8.4
6.6
7.9
Increase in discount
rate, percentage points
3.8
2.5
4.5
1.3
Decrease of the
terminal growth rate, %
5.6
3.6
6.2
1.6
* Annual average decrease in turnover (CAGR-%), four first forecast years
** Average EBIT% of forecast years 1-4 where the estimates are decreased annually until
the break-even point is reached (with applied assumptions the terminal year break-even
EBIT% is: Finland 4.2% (5.1%), International 5.2% (7.9%)
| 134
ACCOUNTING PRINCIPLES
On each closing date, the Group evaluates whether there are signs of impairment in the
value of an asset item. If these signs should appear, the recoverable amount for the
asset item is estimated. Furthermore, recoverable amounts are estimated each year for
the following asset items, regardless of whether there are signs of impairment: goodwill,
intangible assets with an in definite useful life, and incomplete intangible assets. The
need to recognise any impairment is examined on the level of the cash flow-generating
unit or units; that is, the lowest level that is mostly independent of the other units and
whose cash flow can be separated from the other cash flows.
The recoverable amount is the fair value of the asset item less the costs of selling, or the
utility value, whichever is higher. The utility value refers to the estimated deferred net
cash flows that are available from the asset item or cash flow-generating unit, discounted
to their present value. The discount rate is the rate before tax that presents the market's
view of the value of money over time, and the special risks related to the asset item or
cash flow-generating unit. The discount rate takes into account sector-specific factors.
An impairment loss is recognised when the carrying amount of an asset item is greater
than its recoverable amount. The impairment loss is immediately recognised in the
income statement. The impairment loss of a cash-flow generating unit is primarily
allocated to reduce the goodwill of the cash flow-generating unit and, secondly, it is used
to impair the unit's other asset items on a pro rata basis. The useful life of a depreciable
asset item is reassessed when an impairment loss is recognised.
An impairment loss recorded for an asset item is reversed in case a change occurs in the
estimates that have been used to determine the recoverable amount of the asset item.
However, impairment loss is only reversed up to the carrying amount of the commodity
without any impairment loss. Impairment loss for goodwill is not reversed under any
circumstances.
KEY ESTIMATES AND JUDGEMENTS
Drawing up calculations using the DCF model requires forecasts and assumptions, the
most significant of which involve turnover growth, cost development and changes in the
discount rate. It is possible that the assumptions related to the cash flow forecasts are
not realised, and the resulting impairments of goodwill or non-competition agreements
may have a materially adverse effect on the income derived from the company's
operations and on its financial position during the present review period and future review
periods.
In impairment testing, the recoverable amounts are estimated using assumptions related
to budgets, forecasts and terminal periods. The sensitivity of the calculations is analysed
with regard to changes in sales revenue growth, the development of operating costs,
EBIT and the discount rate, amongst other things. Changes in these estimates or in the
structure or number of the cash flow generating units or groups of units may lead to
impairment in the fair values of assets or goodwill.
| 135
4.2. PROPERTY, PLANT AND EQUIPMENT
2024
Land
Buildings and
structures
Improvement costs of
rental premises
Machinery and
equipment
Advance payments and
work in progress
Total
MEUR
Acquisition cost 1 January
0.2
4.1
96.6
75.7
1.6
178.2
Business combinations
0.7
0.6
1.3
Increase
6.2
6.9
13.2
Decrease and disposals
-0.3
-0.3
-0.5
Translation differences
-0.2
-0.4
-0.6
Transfers between items
-0.3
0.1
-0.2
0.4
0.0
Acquisition cost 31 December
0.2
3.7
103.3
82.4
2.1
191.6
Accumulated depreciation and impairment
1 January
0.0
-1.3
-69.3
-45.7
0.0
-116.3
Impairment
-0.1
-0.1
Depreciation
-0.1
-6.3
-7.0
-13.3
31 December
0.0
-1.4
-75.5
-52.8
0.0
-129.7
Carrying amount 31 December
0.2
2.3
27.7
29.7
2.1
61.9
Book value 1 January
0.2
2.7
27.3
30.0
1.6
62.0
2023
Land
Buildings and
structures
Improvement costs of
rental premises
Machinery and
equipment
Advance payments and
work in progress
Total
MEUR
Acquisition cost 1 January
0.2
3.7
90.0
59.2
2.0
155.1
Business combinations
0.3
7.0
7.3
Increase
7.4
9.2
16.6
Decrease and disposals
-0.5
-0.3
-0.8
Translation differences
-0.3
0.4
0.1
Transfers between items
0.1
0.2
-0.3
0.0
Acquisition cost 31 December
0.2
4.1
96.6
75.7
1.6
178.2
Accumulated depreciation and impairment
1 January
0.0
-1.2
-63.7
-39.8
0.0
-104.7
Impairment
-0.5
-0.5
Depreciation
-0.1
-5.6
-5.3
-11.0
31 December
0.0
-1.3
-69.3
-45.7
0.0
-116.3
Carrying amount 31 December
0.2
2.7
27.3
30.0
1.6
62.0
Book value 1 January
0.2
2.5
26.3
19.4
2.0
50.3
| 136
ACCOUNTING PRINCIPLES
Property, plant and equipment are measured at their original acquisition cost less
accumulated depreciation and impairment. Property, plant and equipment are recognised
on the balance sheet when they are likely to result in future economic benefit to the
Group and the acquisition cost can be reliably determined.
The original acquisition cost includes the immediate costs for the purchase. Expenditure
accumulated later is only included in the carrying amount or recorded as a separate
commodity if it is likely that the future economic benefit related to the commodity will be
to the benefit of the Group and if the acquisition cost of the commodity can be reliably
determined. Repair and maintenance costs are recorded through profit or loss for the
period during which they were realised. If a fixed asset commodity consists of several
parts with useful lives of different lengths, each part is processed as a separate
commodity. As is typical for the sector, property, plant and equipment also include
periodic modification and renovation costs of the rental premises of restaurants; these
consist of changes to meet the requirements for the restaurant use and to fit the concept
in question.
The Group’s property, plant and equipment are depreciated over the estimated useful life
of the commodity in question. Depreciation of property, plant and equipment is calculated
as straight-line depreciation, where the acquisition cost is recognised as expense over
the useful life. Land and water areas are not depreciated.
Estimated useful lives
Years
Machinery and equipment
3-15
Modification and renovation expenses for rental premises
3-15
Buildings
30
The residual values of tangible assets and their useful lives are verified at least once per
year on the closing date, and adjusted by impairment when necessary. On each closing
date, the Group evaluates whether there are signs of impairment of an asset. If the
carrying amount of an asset item is higher than its recoverable amount, the carrying
amount of the asset item will be immediately lowered to match the recoverable amount.
When property, plant and equipment are classified as held for sale in accordance with
the IFRS 5 standard, the recording of depreciation is discontinued.
The gains and losses from the sale of tangible assets are included in the income
statement as other operating income or expenses. The profit or loss from a sale is
determined by the difference between the sale price and the remaining acquisition cost.
The accounting principles pertaining to leases are presented on page
Impairment of tangible assets
On each closing date, the Group evaluates whether there are signs of impairment in the
value of an asset item. If these signs should appear, the recoverable amount for the asset
item is estimated. The need to recognise any impairment is examined on the level of the
cash flow-generating unit or units; that is, the lowest level that is mostly independent of the
other units and whose cash flow can be separated from the other cash flows.
The recoverable amount is the fair value of the asset item less the costs of selling, or the
utility value, whichever is higher. The utility value refers to the estimated deferred net cash
flows that are available from the asset item or cash flow-generating unit, discounted to their
present value. The discount rate is the rate before tax that presents the market's view of the
value of money over time, and the special risks related to the asset item or cash flow-
generating unit.
An impairment loss is recognised when the carrying amount of an asset item is greater than
its recoverable amount. The impairment loss is immediately recognised in the income
statement. The impairment loss of a cash-flow generating unit is used to impair the unit's
asset items on a pro rata basis. The useful life of a depreciable asset item is reassessed
when an impairment loss is recognised.
An impairment loss recorded for an asset item is reversed in case a change occurs in the
estimates that have been used to determine the recoverable amount of the asset item.
However, impairment loss is only reversed up to the carrying amount of the commodity
without any impairment loss.
| 137
4.3. LEASE AGREEMENTS
The Group has leased many of the restaurant and office premises that it uses, as well as
some of the equipment used at the premises.
The Group has applied a practical relief to equipment leases, in accordance with which the
Group combines leases with similar characteristics in the portfolio. The Group regularly
assesses the size and composition of the portfolio of equipment leases. The incremental
borrowing rate applied to the changes in leases is 5.0%.
The Group’s leases categorised by underlying assets
2024
Land
Buildings
Machinery and
equipment
Total
MEUR
Acquisition cost 1 January
2.8
345.4
16.1
364.3
Business combinations
5.7
5.7
Increase
5.1
5.1
Reassessments and modifications
32.6
0.5
33.1
Decrease
-0.6
-0.6
Translation differences
-1.7
-1.7
Acquisition cost 31 December
2.9
386.4
16.6
405.8
Accumulated depreciation and impairment
1 January
-1.4
-153.0
-7.2
-161.7
Depreciation
-0.3
-38.8
-3.3
-42.4
31 December
-1.7
-191.8
-10.6
-204.1
Carrying amount 31 December
1.2
194.6
6.0
201.8
Carrying amount 1 January
1.4
192.3
8.8
202.6
2023
Land
Buildings
Machinery and
equipment
Total
MEUR
Acquisition cost 1 January
2.5
270.6
10.5
283.6
Business combinations
40.4
40.4
Increase
18.8
18.8
Reassessments and modifications
0.4
17.1
5.5
22.9
Decrease
-0.5
-0.5
Translation differences
-1.0
-1.0
Acquisition cost 31 December
2.8
345.4
16.1
364.2
Accumulated depreciation and impairment
1 January
-1.1
-119.1
-4.0
-124.2
Depreciation
-0.3
-34.0
-3.2
-37.5
31 December
-1.4
-153.0
-7.2
-161.7
Carrying amount 31 December
1.4
192.3
8.8
202.6
Carrying amount 1 January
1.4
151.5
6.5
159.4
| 138
Liabilities for right-of-use assets
MEUR
2024
2023
Non-current
175.3
175.2
Current
39.9
38.6
Total
215.2
213.8
Liabilities for right-of-use assets by category
2024
Land
Buildings
Machinery and
equipment
Total
MEUR
Lease liability 1 January
1.5
203.1
9.1
213.7
Net increases
42.7
0.5
43.3
Rent payments
-0.3
-45.8
-3.7
-49.9
Interest expenses
0.1
9.5
0.4
10.0
Translation differences
-1.9
-2.0
Lease liability 31 December
1.2
207.6
6.3
215.2
2023
Land
Buildings
Machinery and
equipment
Total
MEUR
Lease liability 1 January
1.4
160.6
6.6
168.7
Net increases
0.4
75.8
5.5
81.7
Rent payments
-0.3
-39.0
-3.6
-42.9
Interest expenses
0.1
8.1
0.5
8.7
Translation differences
-2.4
-2.5
Lease liability 31 December
1.5
203.1
9.1
213.7
The maturity distribution of liabilities is presented on page
.
Lease items included in the income statement
MEUR
2024
2023
Depreciation of right-of-use assets
Buildings
38.8
34.0
Land
0.3
0.3
Machinery and equipment
3.3
3.2
Total depreciation
42.4
37.5
Other items
Interest expenses (in finance costs)
10.0
8.7
Expenses related to leases of short-term and low value (in
other operating expenses)
8.5
7.0
Expenses related to variable rents not included
in lease liabilities (in other operating expenses)
5.2
5.9
Items included in the income statement in total
66.1
59.1
The Group as a lessor, lease income received by the group pursuant to other non-
cancellable leases
MEUR
2024
2023
In one year
0.4
0.4
In more than one year and up to 5 years
0.4
0.4
In more than 5 years
0.0
0.0
Total
0.8
0.8
The total outflow of cash arising from leases in 2024 amounted to MEUR 49.9 (42.9).
| 139
ACCOUNTING
PRINCIPLES
The Group as a lessee
The Group has leased many of the restaurant and office premises that it uses. The
lengths of lease agreements vary from short contracts lasting less than a year to long
contracts lasting decades. The agreements are either fixed leases with an index
condition, turnover-based or combination of these. Some of the lease agreements are
valid until further notice, with notice periods ranging from one to six months.
The lease term of the lease of an individual restaurant operating on leased premises
determines the lease term lengths of any underlying assets on said premises that are
based on a basic non-fixed-term lease or a shorter lease. For example, if the lease term
of restaurant premises is 4 years, the lease term of beverage taps based on a non-fixed-
term lease or a shorter lease is also specified to be 4 years.
Agreements can include lease components and non-lease components. The contractual
consideration is allocated to the lease component and non-lease components based on
their relative stand-alone prices. However, the Group has decided not to separate the
components for leases pertaining to properties in which the Group is the lessee. They are
treated as individual lease components in the Group’s accounting.
The lease agreements are negotiated on a case-by-case basis, and they include a large
number of various terms. The leases do not generally include covenants other than the
lessee’s security deposit interest related to the leased assets. Leased assets cannot be
used as security for loans.
Assets and liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of the following lease payments:
•
Fixed payments (including in-substance fixed payments), less any lease incentives
receivable
•
Variable lease payments that are based on an index or a rate and which are initially
measured using the index or rate at the time of signing the agreement
•
Amounts expected to be payable by the Group under residual value guarantees
•
The exercise price of a purchase option if the Group is reasonably certain to
exercise that option
•
Payments of penalties for terminating the lease, if the lease term reflects the Group
exercising that option.
The liability also includes leases based on extension options that are relatively certain to
be exercised.
The company will use the lessee’s incremental borrowing rate of interest to define the
discount rate of future lease payments. The management has estimated the incremental
borrowing rate in accordance with what the interest rate would be if the asset were
obtained with outside financing. The incremental borrowing rate has been specified
separately for each asset, considering the risk-free interest rate, lease term, economic
environment and underlying asset. The incremental borrowing rate will be re-assessed
for material new lease agreement and the changing situations specified in the standard.
The Group is exposed to potential future increases in variable lease payments based on
an index or rate, which are not included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take effect, the lease liability is
reassessed and adjusted against the right-of-use asset. Lease payments are allocated
between principal and finance cost. The finance cost is recognised through profit or loss
over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets at cost
•
The amount of the initial measurement of lease liability
•
Any lease payments made at or before the commencement date less any lease
incentives received
•
Any initial direct costs
•
Restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset's useful life
and the lease term on a straight-line basis. If the Group is reasonably certain to exercise
a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful
life.
Payments associated with short-term leases of equipment and vehicles and all leases of
low-value assets are recognised on a straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of 12 months or less. Low value assets
comprise IT equipment and small items of office furniture.
Rent concessions and practical expedients for handling equipment are discussed at the
beginning of this note.
| 140
The Group as a lessor
Commodities leased out are included in property, plant and equipment on the balance
sheet. They are depreciated over their useful life, similarly to property, plant and
equipment used by the Group for similar purposes. Lease income is recorded into the
income statement as annuities over the lease term. The Group is not a lessor in any
finance leases. The Group releases certain of its premises, which constitute the majority
of the Group's rental income.
KEY ESTIMATES AND JUDGEMENTS
The management makes estimates concerning, among others, the leases to be included
in the arrangement, size of low value contracts, utilisation of lease extension options and
the incremental borrowing rate.
The Group’s leases often include the option to extend the lease term. The management
has made an estimate of the utilisation of the extension options, and some extension
options will not be utilised for business and financial reasons.
The management has estimated the amount of restoration costs in any leases that
include provisions regarding restoration requirements. The restoration costs entered in a
right-of-use asset are based on estimates, the specific amount of which cannot be known
in advance, and their scale has been estimated based on previously realised restoration
costs. Restoration costs have primarily consisted of dismantling commercial premises or
similar. Restoration costs will be recognised in a right-ofuse asset and provisions by
discounting them with risk-free interest.
| 141
4.4. SHARES IN ASSOCIATED COMPANIES AND JOINT VENTURES
MEUR
2024
2023
Book value 1 January
0.0
0.0
Increase
0.1
0.0
Carrying amount 31 December
0.1
0.0
The values for the comparison period in the notes are 0.0 due to rounding.
During the financial year, NoHo Partners Plc also acquired a 20% share of ownership in the
companies YES HR One Oy, YES HR Two Oy, and YES HR Three Oy. In addition, NoHo
Partners Plc's subsidiary, Suomen Koukkuravintolat Oy, acquired a 49% share of ownership
in the company Hook Restaurants SL.
Financial information on associated companies
2024
Assets
Liabilities
MEUR
Non-current
Current
Non-current
Current
Turnover
Profit / loss
Ownership interest,
%
Torggata Camping As
0.1
0.1
0.0
0.3
0.0
33
Repa Service Oy
0.1
0.0
0.2
0.0
30
Hook Restaurantes SL
0.4
0.4
49
YES HR One Oy
0.3
0.0
0.1
0.9
0.1
20
YES HR Three Oy
0.0
0.0
0.0
0.0
20
YES HR Two Oy
0.1
0.0
0.1
0.2
0.0
20
Total
0.1
0.9
0.5
0.3
1.6
0.1
2023
Assets
Liabilities
MEUR
Non-current
Current
Non-current
Current
Turnover
Profit / loss
Ownership interest,
%
Torggata Camping As
0.1
0.1
0.0
0.1
0.4
0.1
33
Repa Service Oy
0.1
0.0
0.2
0.0
30
Total
0.1
0.2
0.0
0.1
0.6
0.1
| 142
4.5. INVENTORIES
MEUR
2024
2023
Restaurant goods inventory
11.9
7.7
In the reporting period, an expense of MEUR 113.3 (92.5) million was recognised in the
income statement for materials and supplies and for changes in inventories.
ACCOUNTING PRINCIPLES
Inventories are measured according to their acquisition cost or their net realisable value,
whichever is lower. Acquisition cost is determined using a weighted average price
method. Acquisition cost includes the immediate expenses for the purchase less value
added tax. The net realisable value is the estimated selling price that can be achieved
during ordinary course of business less the costs of selling. Inventories include
ingredients for restaurant food, alcohol products and packaging materials that are part of
Triple Trading’s inventories.
4.6. RECEIVABLES
MEUR
2024
2023
Non-current receivables
Loan receivables
0.5
0.2
Other receivables
1.7
2.0
Non-current receivables total
2.2
2.2
Current receivables
Trade receivables
16.0
15.6
Other receivables
4.7
3.5
Accrued income
10.0
20.2
Loan receivables
0.9
0.6
Income tax receivables
0.3
0.3
Current receivables total
31.9
40.1
Ageing of trade receivables
MEUR
2024
2023
Not due
13.1
12.7
Less than 3 months past due
1.9
2.3
More than 3 months past due
1.0
0.7
Total
16.0
15.6
ACCOUNTING PRINCIPLES
The accounting principles for sales are presented on page
recorded in the books at the amount of the original sale. The principles of credit risk
management are described on page
allowed by IFRS 9 to recognise impairment of trade receivables using a provision matrix.
In addition, impairment is recognised if there is other evidence of the debtor’s insolvency,
bankruptcy or liquidation. Impairment is recognised as an expense in other operating
expenses. If an item previously recognised as an expense is subsequently settled, it is
recognised as a decrease in other operating expenses.
The most significant accrued income items consist of pension insurance, income tax,
discount amortisation and advance items.
The carrying amounts of trade receivables and other receivables correspond to their fair
value. The balance sheet values correspond to the best estimate of the monetary amount
that is the maximum credit risk if the counterparties cannot fulfil their obligations related
to the receivables. The fair values of receivables are presented on page
| 143
4.7. INCOME TAX, TRADE AND OTHER PAYABLES
MEUR
2024
2023
Income tax liabilities
Tax based on the taxable income for the financial period
4.0
2.3
Non-current
Advances received
1.3
1.5
Pension obligation
0.2
0.3
Transaction price liabilities
3.4
4.1
Other non-interest-bearing debt
7.9
8.2
Non-current trade and other payables total
12.7
14.1
Current
Trade payables
38.0
33.1
Advances received
2.1
1.9
Transaction price liabilities
7.3
1.6
Accruals and deferred income
Wage and salary liabilities
7.3
6.7
Holiday pay liabilities
10.9
10.3
Social security costs
5.3
3.6
Other accruals and deferred income
15.1
16.2
Other payables
7.8
7.8
Current trade and other payables total
94.0
81.2
ACCOUNTING PRINCIPLES
Trade payables arise when acquiring inventories, fixed assets and goods and services
from the Group's suppliers. Trade payables are classified as current liabilities. Trade
payables are initially recorded at fair value and subsequently measured at mortised
acquisition cost. The book value of trade payables is considered to correspond to their
fair value due to their short maturity. The fair values of trade payables and other liabilities
are presented on page
. The most significant items in accrued expenses consist of
the periodic accrual of purchase invoices.
4.8. PROVISIONS
MEUR
2024
2023
Value at the beginning of the financial period
0.0
0.1
Increase
0.1
0.0
Provisions used
0.0
-0.1
Value at the end of the financial period
0.1
0.0
Current portion
0.1
0.0
ACCOUNTING PRINCIPLES
A provision is recorded when the Group has a judicial and constructive obligation for
payment on the basis of a past event, the realisation of the obligation is probable and the
size of the obligation can be reliably estimated. The provisions mainly include termination
costs for closed sites.
| 144
5. CAPITAL STRUCTURE AND RISK MANAGEMENT
5.1. CAPITAL MANAGEMENT
The aim of the Group's capital management is to establish an optimal capital structure that
can support business operations by ensuring normal operational prerequisites, and to
increase shareholder value in the long term.
The capital structure can be mainly affected by means of dividend distribution, subordinated
loans and share issues. The Group can also decide to sell its assets in order to reduce its
liabilities. The managed capital is the equity indicated in the consolidated balance sheet. An
optimal capital structure also reduces capital costs.
The development of the Group’s capital structure is monitored by using the gearing ratio
excluding IFRS 16 impact as the indicator and equity ratio.
Consolidated gearing and equity ratios
MEUR
2024
2023
Liabilities
141.4
146.8
Receivables
-1.3
-0.8
Cash and cash equivalents
-14.8
-11.3
Net debt excluding the impact of IFRS 16
125.3
134.6
Liabilities for right-of-use assets
215.2
213.8
Net debt
340.5
348.3
Equity excluding the impact of IFRS 16
113.8
115.8
Equity
102.8
106.7
Gearing ratio excluding the impact of IFRS 16, %
110.1
116.2
Gearing ratio. %
331.1
326.4
Adjusted equity ratio, %
28.2
29.7
Equity ratio, %
17.7
18.6
5.2. NET DEBT RECONCILIATION CALCULATION
MEUR
2024
2023
Non-current financial liabilities
117.5
104.3
Current financial liabilities
23.9
42.5
Liabilities for right-of-use assets
215.2
213.8
Non-current other receivables
-1.3
-0.8
Cash and cash equivalents
-14.8
-11.3
Interest-bearing net financial liabilities total
340.5
348.4
| 145
2024
Assets
Liabilities
MEUR
Cash and cash
equivalents
Receivables
Current
Non-current
Right-of-use assets
Total
Net financial liabilities 1 January
-11.3
-0.8
42.5
104.3
213.8
348.3
Cash flow
-3.5
-0.5
-10.2
3.7
-39.9
-50.4
Reclassification of current part of non-
current liabilities
-7.9
7.9
0.0
Increase
0.1
43.3
43.4
Other changes not involving payment
-0.4
1.5
-2.0
-0.8
Net debt, Group 31 December
-14.8
-1.3
24.0
117.5
215.2
340.5
2023
Assets
Liabilities
MEUR
Cash and cash
equivalents
Receivables
Current
Non-current
Right-of-use assets
Total
Net financial liabilities 1 January
-5.2
-0.9
29.1
98.0
168.7
289.7
Cash flow
-6.2
7.9
8.1
-34.2
-24.3
Reclassification of current part of non-
current liabilities
4.7
-4.7
0.0
Increase
3.1
81.7
84.8
Other changes not involving payment
0.8
-0.2
-2.5
-1.9
Net debt, Group 31 December
-11.3
-0.8
42.5
104.3
213.8
348.3
| 146
5.3. CLASSIFICATION AND FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
Financial assets must be measured, after their initial recognition, at amortised acquisition
cost or fair value based on the company’s business model in terms of managing financial
assets and on the characteristics of contractual cash flows relating to the financial assets.
Amortised acquisition cost
Financial instruments, which are held within a business model whose objective is collecting
contractual cash flows and whose contractual cash flows are solely payments of principal
and interest on the principal amount outstanding, are measured at the amortised acquisition
cost after the initial recognition.
Measured at fair value through other comprehensive income
Financial instruments, which are held within a business model whose objective is reached
through collecting contractual cash flows and selling debt instruments and whose cash flows
are solely payments of principal and interest on the principal amount outstanding, are
measured, after their initial recognition, at fair value through other comprehensive income
(FVTOCI).
Fair value through profit or loss
All other debt and equity investments are measured after their initial recognition at fair value
through profit or loss (FVTPL).
2024
Level
Fair value
through
profit or
loss
Amortised
acquisition
cost
Fair value
through
other
comprehen-
sive income
Fair
value
MEUR
Non-current financial assets
Other investments
2
0.4
0.4
Loan receivables
2
0.5
0.5
Other receivables
2
1.7
1.7
Non-current financial assets total
0.4
2.2
2.6
Current financial assets
Loan receivables
2
0.9
0.9
Trade and other receivables
2
31.0
31.0
Cash and cash equivalents
2
14.8
14.8
Current financial assets total
46.7
46.7
Carrying amount total
0.4
48.9
49.3
Non-current financial liabilities
Financial liabilities
2
117.5
117.5
Liabilities for right-of-use
assets
175.3
175.3
Liabilities for business
acquisitions
3
3.4
3.4
Other liabilities
2
9.4
9.4
Non-current financial liabilities total
305.6
305.6
Current financial liabilities
Financial liabilities
2
23.9
23.9
Liabilities for right-of-use
assets
39.9
39.9
Liabilities for business
acquisitions
3
7.3
7.3
Trade payables
2
38.0
38.0
Current financial liabilities total
109.2
0.0
109.2
Carrying amount total
414.8
0.0
414.8
| 147
2023
Level
Fair value
through
profit or
loss
Amortised
acquisition
cost
Fair value
through
other
comprehen-
sive income
Fair
value
MEUR
Non-current financial assets
Other investments
2
0.3
0.3
Loan receivables
2
0.2
0.2
Other receivables
2
2.0
2.0
Non-current financial assets total
0.3
2.3
2.5
Current financial assets
Loan receivables
2
0.6
0.6
Trade and other receivables
2
39.5
39.5
Cash and cash equivalents
2
11.3
11.3
Current financial assets total
51.5
51.5
Carrying amount total
0.3
53.7
54.0
Non-current financial liabilities
Financial liabilities
2
104.3
104.3
Liabilities for right-of-use
assets
175.2
175.2
Liabilities for business
acquisitions
3
4.1
4.1
Other liabilities
2
10.0
10.0
Non-current financial liabilities total
293.6
293.6
Current financial liabilities
Financial liabilities
2
42.5
42.5
Liabilities for right-of-use
assets
38.6
38.6
Liabilities for business
acquisitions
3
1.6
1.6
Derivative financial instruments
2
0.8
0.8
Trade payables
2
33.1
33.1
Current financial liabilities total
115.7
0.8
116.5
Carrying amount total
409.3
0.8
410.1
When determining the fair values for the financial assets and liabilities presented in the
table, the following price quotations, assumptions and measurement models were used:
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss mainly comprise Finnish
holdings and Finnish unquoted shares. Unquoted share investments are measured at fair
value. Financial assets measured at fair value are either sellable on the secondary market
or their measurement uses the bid price on the counterparty's closing date or other public
information. The Group exercises judgement in choosing the measurement method to apply
and the assumptions used in measurement based on prevailing market practices and
circumstances.
Trade and other receivables and interest-bearing receivables
The amortised acquisition cost of the receivables corresponds to their fair value because the
effects of discounting are not relevant when considering the maturity of the receivables.
Financial liabilities, trade payables and other liabilities
The amortised acquisition cost of trade and other payables corresponds to their fair value
because the effects of discounting are not relevant when considering the maturity of the
receivables.
Fair value hierarchy for financial assets measured at fair value
Level 1
The fair values are based on the quoted prices of similar asset items
or liabilities on the market.
Level 2
The fair values for the instruments are based on significantly different
input information than the quoted prices at level 1, but they are,
nevertheless, based on information (i.e. prices) or indirect information
(i.e. derived from prices). In determining the fair value of these
instruments, the Group uses generally accepted measurement
models whose input information is largely based on verifiable market
data.
Level 3
The fair values of the instruments are based on input data concerning
the asset item or liability that is not based on verifiable market data;
instead, they are largely based on the management's estimates and
their use in generally accepted measurement models.
| 148
If a balance sheet item is not measured at fair value, the following fair value measurement
methods are used: the fair value of non-current interest-bearing liabilities, including their
current portion, is based primarily on quotes obtained from third-party pricing services (Level
2). The fair value of other assets and liabilities, including loan assets and liabilities, is
primarily based on discounted cash flow analysis (Level 2). The fair value of current assets
and liabilities is estimated to correspond to their carrying amount due to the low credit risk
and short maturity. There were no transfers between the fair value hierarchy levels 1, 2 and
3 during the financial period.
ACCOUNTING PRINCIPLES
Financial assets
The Group's financial assets are classified into the following groups according to the
IFRS 9 standard: financial assets recognised at amortised acquisition cost and financial
assets recognised at fair value through profit or loss. The classification is performed on
the basis of the purpose of the acquisition of the financial assets, and they are classified
during their original acquisition.
Financial assets recognised at amortised acquisition cost include financial assets which
the company intends to retain until the end of the contract and whose cash flow is
generated from payments of principal and interest income. Loans and other receivables
are non-derivative financial assets that are generated by handing over goods, services or
money to the debtor. Loans and receivables are not quoted on the marketplace, and the
payments related to them are either fixed or they can be determined. Their measurement
basis is the amortised acquisition cost using the effective interest method. On the
balance sheet, they are included in the trade and other receivables group as current or
non-current assets according to their nature; they are non-current if they fall due after
more than 12 months.
Financial assets recognised at fair value through profit or loss include those financial
assets that do not meet the criteria for other groups. The group of financial assets
recognised at fair value through profit or loss includes financial assets that have been
acquired to be held for trading, such as derivatives and interest funds, or that are
classified to be recognised at fair value through profit or loss during their original
recognition. Unrealised and realised gains and losses resulting from changes in fair value
are recognised in the income statement for the financial period during which they are
generated.
Transaction expenses are included in the original carrying amount of the financial assets
mentioned above whenever the item is not measured at fair value. All purchases and
sales of financial assets are entered on their trade date, which is the date when the
Group commits to purchasing or selling the asset item.
An item belonging to financial assets is derecognised when the Group waives its
contractual rights to the item, the rights are dissolved or the Group loses control of the
item.
Financial liabilities
According to IFRS 9 standard, the Group's financial liabilities are included in the financial
liabilities measured at amortised acquisition cost; they consist of loans from financial
institutions, trade payables and other financial liabilities. Financial liabilities are initially
recognised at fair value. Transaction expenses are included in the original carrying
amount of the financial liabilities. Later, all financial liabilities are measured at amortised
acquisition cost using the effective interest method. Financial liabilities are included in
both the non-current and current liabilities. In addition, Group has had derivative financial
instruments measured at fair value through other comprehensive income and which are
described in note 5.6.
Impairment of financial assets
On each closing date, the Group estimates whether objective evidence exists of the
impairment of an individual financial asset or a group thereof. The Group does not have
investments that are measured at fair value through profit or loss.
The Group has applied an impairment model according to IFRS 9, where impairment is
recognised based on expected credit losses. The Group implemented the simplified
model enabled by the standard and applies the provision matrix.
Cash and cash equivalents
Cash and cash equivalents consist of cash money, money on bank accounts, bank
deposits that may be withdrawn upon request, as well as other current and highly liquid
investments that can be easily converted into a predetermined cash amount and that
carry a low risk of value changes. Items classified as cash and cash equivalent have at
most three months' maturity from the date of acquisition. Cash and cash equivalents are
recorded at amortised acquisition cost on the balance sheet.
| 149
5.4. OTHER INVESTMENTS
Financial assets measured at fair value through profit or loss are non-current and they
comprise unquoted EUR-denominated shares and holdings measured at fair value.
Financial assets measured at fair value through profit or loss
MEUR
2024
2023
Value at the beginning of the financial period
0.3
0.3
Additions
0.1
0.0
Value at the end of the financial period
0.4
0.3
The fair values of financial assets measured at fair value through other comprehensive
income are presented on page
. No financial assets have fallen due.
5.5. CASH AND CASH EQUIVALENTS
MEUR
2024
2023
Cash and bank
accounts
14.8
11.3
There are no significant credit risk concentrations associated with cash and cash
equivalents. The balance sheet values correspond to the best estimate of the monetary
amount that is the maximum credit risk if the counterparties cannot fulfil their obligations
related to the receivables.
5.6. FINANCIAL LIABILITIES
The implementation of NoHo Partners’ strategy and the financing of its business growth is
partly dependent on outside financing. The company continuously strives to assess and
monitor the amount of financing required for business in order to have sufficient liquidity to
finance operations and repay maturing loans. Changes in the macroeconomic environment
or the general financing market situation may negatively affect the company’s liquidity as
well as the availability, price and other terms and conditions of financing. Changes in the
availability of equity and credit capital financing and in the terms and conditions of available
financing may affect the company’s ability to invest in business development and growth in
the future.
The covenant terms of the financing agreement of the Group’s parent company relate to the
specific financial key figures, which are interest-bearing net liabilities (excluding IFRS 16
liabilities) / adjusted operational EBITDA (12 months) and adjusted equity ratio (excluding
IFRS 16 liabilities). In addition, the agreement also contains customary terms related to
guarantees, investments, and group reorganisations.
In the third quarter of 2024, the Better Burger Society subgroup restructured its own
financing package, which was separate from the rest of NoHo Partners' financing. In this
arrangement, part of the financing package originally negotiated in the third quarter of 2023
was refinanced locally in collaboration with a Swiss financial institution. The renewed
financing package supports the growth objectives of the BBS group’s strategy in the current
market, namely scaling the Friends&Brgrs chain in Finland and expanding the Holy Cow!
chain in Switzerland. The covenant terms of the financing agreement of the BBS subgroup
relate to the financial key figures, which are adjusted operational EBITDA (12 months),
interest-bearing net liabilities (excluding IFRS 16 liabilities) / adjusted operational EBITDA
(12 months) and adjusted operational EBITDA (12 months) / net finance charges.
Both the parent company and the BBS subgroup conduct covenant reviews on a quarterly
basis, and both met the established covenants.
NoHo Partners' new financing agreement as of 11 October 2024
During the review period, NoHo Partners has entered into a new long-term financing
agreement aimed at supporting the company's growth objectives for the 2025-2027 strategy
period. With the new agreement that came into effect on 11 October 2024, the company has
raised a financing package of MEUR 102, the repayment program of which allows for the
balanced achievement of growth objectives, the payment of increasing dividends, and the
reduction of indebtedness towards the company's strategic target, where the net debt to
operational EBITDA ratio is approximately 2. The annual loan repayment under the
agreement is MEUR 6. With the new financing agreement and declining reference interest
rates, the company's financing costs are expected to decrease significantly in the coming
years.
| 150
From NoHo Partners' renewed financing agreement, one-time result-impacting financing
costs of MEUR 0.4 were recorded for the last quarter of 2024. Considering the refinancing
costs of the BBS subgroup, a total of MEUR 0.8 in one-time financing costs were recorded
for the financial year 2024.
MEUR
2024
2023
Non-current financial liabilities measured at
amortised acquisition cost
Loans from financial institutions, non-current proportion
117.5
104.3
Liabilities for right-of-use assets
175.3
175.2
Total
292.8
279.5
Current financial liabilities measured at amortised
acquisition cost
Loans from financial institutions, current proportion
23.9
42.5
Liabilities for right-of-use assets
39.9
38.6
Total
63.8
81.1
Security information of loans from financial institutions on page
Maturity of interest-bearing financial liabilities, excluding liabilities for right-of-use
assets
MEUR
2024
2023
Less than 1 year
10.9
28.8
1 to less than 2 years
9.2
17.4
2 to 5 years
99.9
85.9
More than 5 years
8.4
1.0
Total
128.4
133.1
Account limits in use *
13.1
13.6
Total
141.5
146.7
* The account limits in use are in effect indefinitely and no due date has been specified for
them. The account limits are classified as current liabilities.
The Group's loans from financial institutions mainly have a variable interest rate, and the
loans are priced every 3–12 months.
Maturity distribution of interest on financial liabilities
MEUR
2024
2023
Less than 1 year
7.7
7.7
1 to less than 2 years
7.2
6.7
2 to 5 years
17.9
4.0
More than 5 years
0.9
0.8
The calculation uses Euribor levels as of each date of the Financial statements. In addition,
the maturity distribution of interest on financial liabilities is not comparable due to the
renewed financing agreement in 2024.
Trade payables and liabilities for right-of-use assets, maturity distribution
2024
Transaction
price
liabilities
Trade
payables
Liabilities for
right-of-use
assets
Total
MEUR
Less than 1 year
8.2
38.0
49.0
95.2
1 to less than 2 years
0.1
43.2
43.2
2 to 5 years
2.5
89.8
92.3
More than 5 years
74.8
74.8
Total repayments
10.7
38.0
256.8
305.6
Discounted balance sheet value
10.6
38.0
215.2
263.9
2023
Transaction
price
liabilities
Trade
payables
Liabilities for
right-of-use
assets
Total
MEUR
Less than 1 year
1.6
33.1
47.6
82.2
1 to less than 2 years
42.9
42.9
2 to 5 years
4.1
84.1
88.3
More than 5 years
82.9
82.9
Total repayments
5.7
33.1
257.5
296.3
Discounted balance sheet value
5.6
33.1
213.7
252.5
The Group does not have material extended debt repayment periods in effect.
On 31 December 2024, the Group’s cash and cash equivalents totalled MEUR 14.8 and the
unwithdrawn loan and account limits available to the Group amounted to MEUR 10.9.
| 151
On page
financial and liquidity risks as well as measures to
prepare for them and mitigate them.
5.7. DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING
Nominal and fair values of derivative instruments at the end of the financial year
Interest rate and currency swaps
MEUR
2024
2023
Nominal value
0.0
13.0
Fair value, liabilities
0.0
0.8
Fair value, net
0.0
12.2
Due date
-
16.8.2027
Maturity distribution of derivative instruments
Interest rate and currency swaps
MEUR
2024
2023
Nominal value
0.0
13.0
Less than 1 year
0.0
1.7
1 to less than 2 years
0.0
2.0
2 to 5 years
0.0
9.3
More than 5 years
0.0
0.0
ACCOUNTING PRINCIPLES
NoHo Partners Plc has applied cash flow hedge accounting to certain interest rate and
currency swaps, which relate to the financing arrangements of BBS subgroup.
The hedge
accounting was discontinued in the third quarter of 2024 in connection with the
restructuring of BBS Group's financing.
In hedge accounting the change in fair value of
derivative financial instruments is recognised in hedging fund in equity to the extent
hedging is considered effective. The non-effective part of hedging instrument is to be
recognised in income statement. The Group management has assessed the sources of
non-effectiveness of hedging and concluded that the hedging is effective in full and thus,
the whole change in fair value can be recognised in hedging fund in equity and in
derivative financial instruments liabilities/receivables.
The aim of hedging has been to change the variable interest rate of certain BBS
subgroup loans to fixed interest rate and to hedge the future cash flows from currency
exchange movements. As the critical terms of the hedged items and the derivative
financial instruments match each other an economic relationship between the hedged
items and the derivative financial instruments can be proofed. When the critical terms
match each other the derivative financial instrument and the hedged item move into
opposite directions.
| 152
5.8. CONTINGENT LIABILITIES AND ASSETS AND COMMITMENTS
MEUR
2024
2023
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current
114.8
103.4
Loans from financial institutions, current
21.6
30.7
Total
136.4
134.1
Guarantees given on behalf of the Group
Collateral notes secured by a mortgage
181.5
60.9
Real estate mortgage
4.0
4.0
Subsidiary shares
143.1
126.9
Other shares
0.0
8.5
Bank guarantees
9.3
9.4
Other guarantees
1.3
1.4
Total
339.2
211.1
Purchase commitments
Eezy Plc
1.4
16.9
Contingent transaction prices
10.7
3.8
ACCOUNTING PRINCIPLES
A provision is recognised when the Group has a judicial or constructive obligation for
payment on the basis of a past event, the realisation of the obligation is probable and the
size of the obligation can be reliably estimated. Provisions are measured at the present
value required to cover the obligation. The provision amounts are estimated on each
closing date, and their amounts are adjusted to correspond to the best possible estimate
at the moment of inspection.
A provision is recognised for a contract that generates a loss when the necessary
expenditures required to fulfil the obligations outweigh the benefits received from the
contract.
A contingent liability is a possible liability arising from past events whose existence will
only be confirmed if an uncertain event outside the Group's control is realised. A present
obligation that is not likely to cause a payment obligation or whose size cannot be reliably
determined, is also considered to be a contingent liability. Contingent liabilities are
presented in the notes.
5.9. FINANCIAL INCOME AND EXPENSES
MEUR
2024
2023
Financial income
Interest income
0.7
0.5
Dividend income
0.0
0.8
Other financial income
0.5
2.3
Total
1.2
3.5
Finance costs
Interest expenses on loans from financial companies
-9.1
-7.9
Commissions
-0.3
-0.4
Interest expenses for right-of-use assets
-10.0
-8.7
Impairment of Eezy Plc shares
0.0
-8.0
Sales of shares of Eezy Oyj
-1.2
-0.1
Impairments of receivables
-0.9
-0.1
Other interest expenses
-1.3
-0.5
Unrealised exchange rate loss
-0.2
-0.1
Other finance costs
-1.8
-0.8
Total
-24.9
-26.5
Finance costs - net
-23.7
-23.0
ACCOUNTING PRINCIPLES
Interest income is recognised using the effective interest rate method and dividend
income when the right to dividend is generated.
Borrowing costs are recognised as an expense for the period during which they were
generated. Transaction costs accrued from the acquisition of loans are recognised as
interest expenses using the effective interest rate method.
| 153
5.10. FINANCIAL RISK MANAGEMENT
Risk management principles and process
The Group and its operating activities are exposed to certain financial risks. A key principle
of the Group's risk management is the unpredictability of the financial markets and the aim
to minimise its adverse effects on the Group's net income. The Group's management
identifies, estimates and tracks risks and, whenever necessary, acquires the instruments to
hedge the Group against the risks.
The Group's financing policy guides all of its financing transactions. The main risks
associated with the financing market are explained below.
Interest rate risk
Interest rate risk means the risk of variations in the fair value of a financial instrument or in
future cash flows due to changes in market rates of interest. The Group's interest rate risk is
mainly caused by non-current loans that have been taken out with a variable interest rate.
The interest rates for loans vary mainly according to the 3–12 month Euribor rates plus
margins of 2–3%.
The potential one percentage point increase in interest rates in the 2025 interest review
would lead to a MEUR 0.9 increase in interest expenses in the Group.
The Group's income and operating cash flows are mostly independent of the variations in
the market rates of interest. The Group's main exposure to the interest rate risk is a result of
the variable interest rates, and the risk is mainly considered to relate to the loan portfolio.
On the closing date, the majority of the Group's loans had variable interest rates. Group’s
interest rate risk hedging that was terminated during the financial year is described on Note
5.7.
Liquidity risk
Liquidity risk is related to ensuring and maintaining sufficient funding for the Group. The
Group strives to constantly assess and track the amount of funding required by the
business, for example by performing a monthly analysis of the utilisation rate of the
restaurants, the development of sales and investment needs, in order to ensure that the
Group has sufficient liquid assets to fund the operations and repay loans that fall due. The
Group’s management team analyses the need for possible additional financing.
The aim is to ensure the availability and flexibility of Group financing through sufficient credit
limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well
as using several financial institutions and forms of financing, when necessary. The Group's
financing activities determine the optimum cash liquidity.
At the end of December 2024, the Group’s current financial liabilities amounted to MEUR
23.9 (42.5).
At the end of the year, cash and cash equivalents amounted to MEUR 14.8 (11 .3), in
addition to which the Group had access to undrawn confirmed account credit limits
amounting to MEUR 10.9 (4.8).
The average annual interest rate for the Group's gross interest-bearing liabilities in 2024
was approximately 6.34% (6.02).
The Group's management has not identified any significant concentrations of liquidity risk in
financial assets or sources of financing.
Credit risk
Credit risk is the risk that one party to a financial instrument is unable to meet its obligations,
thereby creating a financial loss for the other party. The Group's operating procedures
define the creditworthiness requirements for the customers' counterparties. The primary
method of payment within the Group is cash. The credit risk management and credit control
have been centralised to be handled by country-specific financial management.
As regards receivables, the Group does not have any material credit risk concentration,
since the receivables consist of several items. Risks related to trade receivables and other
receivables are minimised using short payment terms, customer-specific monitoring of trade
receivables and effective collection.
The provision matrix is established based on the age distribution of the open trade
receivables and other receivables by using the percentages determined by the Group.
| 154
Credit loss allowance for trade and other receivables
2024
Balance
sheet
value 31
Dec
Provision
%
Credit
loss
Balance
sheet
value 1
Jan
Provision
%
Credit
loss
MEUR
Not due
16.5
0.2
0.0
15.1
0.2
0.0
Due, 1–30 days
1.2
0.8
0.0
1.6
0.8
0.0
Due, 31–60 days
0.3
1.5
0.0
0.2
1.5
0.0
Due, 61–90 days
0.3
12.0
0.0
0.2
12.0
0.0
Due, 91–180 days
-0.3
20.0
-0.1
0.1
20.0
0.0
Due, more than 180
days
0.8
85.0
0.7
0.6
85.0
0.5
Total
18.7
0.8
17.7
0.6
2023
Balance
sheet
value 31
Dec
Provision
%
Credit
loss
Balance
sheet
value 1
Jan
Provision
%
Credit
loss
MEUR
Not due
15.1
0.2
0.0
13.3
0.2
0.0
Due, 1–30 days
1.6
0.8
0.0
1.7
0.8
0.0
Due, 31–60 days
0.2
1.5
0.0
-0.1
1.5
0.0
Due, 61–90 days
0.2
12.0
0.0
0.1
12.0
0.0
Due, 91–180 days
0.1
20.0
0.0
0.2
20.0
0.0
Due, more than 180
days
0.6
85.0
0.5
0.8
85.0
0.7
Total
17.7
0.6
15.9
0.7
The balance sheet values of the receivables correspond to the best estimate of the
monetary amount that is the maximum credit risk if the counterparties cannot fulfil their
obligations related to the receivables.
Currency risk
Currency risk refers to profit, balance sheet and cash flow uncertainty due to changes in
currency exchange rates. The Group is subjected to a translation risk in relation to the
Norwegian krone and the Swiss franc. Unlike the Danish krone, the Norwegian krone and
Swiss franc are not fixed against the euro, which is the Group’s home currency. While the
exchange rate of the Danish krone is fixed against the euro, it may fluctuate 2.25% in either
direction. Hedging of the Group´s currency risk is described on Note 5.7.
The Group classified intra-group loans as net investments for which no repayment period
has been defined. Starting from the date of classification, exchange rate differences related
to the loans are recognised in translation differences in equity. The subsidiaries’ intragroup
loans and deposits are denominated in the subsidiaries’ home currencies as well as in
euros. The Group does not hedge intragroup loans, deposits or the subsidiaries’ equity. The
Group´s parent company and its Finnish subsidiaries do not have material liabilities or
receivables in Swiss francs from Switzerland, due to which the company views that it
doesn't have any material currency risk.
The Group´s business mainly takes place in the home currency of each country. Expenses
and purchases materialise mainly in the local functional currency. The conversion of the
subsidiaries’ equity into euros resulted in a translation difference of MEUR -0.8 (-0.6) in the
financial year.
KEY ESTIMATES AND JUDGEMENTS
The risks related to the trade receivables and other receivables are minimised by means
of terms of payment of the receivables, customer-specific monitoring of trade receivables,
effective collection and checking of customers' creditworthiness requirements and, in
part, also through various collateral arrangements. The management actively monitors
the development of significant customer balances. Estimates and judgement are required
in determining the value of loss allowances at each reporting date. When determining
loss allowances, the management specifically analyses trade receivables and historical
losses, customer concentrations, customer creditworthiness, past due balances, current
trends and changes in customer payment terms. In addition to past events and current
conditions, reasonable and justifiable forecasts affecting collectability are considered
when determining the amount of loss allowances.
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5.11. EQUITY
NoHo Partners Plc has one series of shares where all shares carry an equal right to
dividends. One share equals one vote at the general meeting. NoHo Partners Plc had
21,009,715 shares on the closing date. The share has no nominal value.
2024
31.12.
1.1.
MEUR
Shares (pcs)
21,009,715
20,975,678
Share capital
0.2
0.2
Hedging reserve
0.0
-0.6
Invested unrestricted equity fund
71.7
71.7
Translation differences
-2.6
-1.8
Retained earnings
11.0
8.6
Non-controlling interests
22.5
28.7
Total equity
102.8
106.7
2023
31.12.
1.1.
MEUR
Shares (pcs)
20,975,678
20,699,801
Share capital
0.2
0.2
Hedging reserve
-0.6
0.0
Invested unrestricted equity fund
71.7
70.2
Translation differences
-1.8
-1.2
Retained earnings
8.6
5.6
Non-controlling interests
28.7
7.2
Total equity
106.7
82.0
All of the issued shares have been paid for.
Outstanding shares
shares (pcs)
2024
2023
1 January
20,975,678
20,699,801
Subscription for shares based on special rights
34,037
106,877
Share issue 25 September 2023
0
169,000
31 December
21,009,715
20,975,678
Invested unrestricted equity fund
The invested unrestricted equity fund includes other equity convertible investments and the
portion of the share subscription price that is not recognised in the share capital according
to a specific decision.
MEUR
2024
2023
1 January
71.7
70.2
Share issue
0.0
1.5
31 December
71.7
71.7
Special share issues
In the comparison period of 2023, the company carried out a directed share issue in
connection with the acquisition of shares in Scene og Pubdrift AS and Klingenberg Bardrift
AS.
| 156
Dividends
A dividend of EUR
December 2023.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 9 April 2025 that, a dividend of EUR
adopted balance sheet of the financial period ending on 31 December 2024.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.15 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2025. The payment date proposed by the Board of Directors for this
instalment is 15 May 2025.
The second instalment of EUR 0.15 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 7 August 2025. The payment date proposed by the Board of
Directors for this instalment is 14 August 2025.
The third instalment of EUR 0.16 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 6 November 2025. The payment date proposed by the Board of
Directors for this instalment is 13 November 2025.
At the time of the financial statements on 31 December 2024, the total number of shares
was 21,009,715.
Authorisation to purchase the company’s own shares
The AGM of 10 April 2024 decided to withdraw the previous unused authorisations to
purchase the company’s own shares and authorise the Board to decide upon the purchase
of a maximum of 800,000 of the company’s own shares in one or several tranches using the
company’s unrestricted equity under the following conditions:
The shares shall be purchased in public trading organised by Nasdaq Helsinki Oy and,
therefore, the purchase takes place by private placing and not in proportion to the shares
owned by the shareholders, and the consideration to be paid for the shares shall be the
market price of NoHo Partners Plc’s share at the time of purchasing.
The shares shall be purchased for financing or carrying out possible corporate acquisitions
or other arrangements, to implement incentive schemes within the company or for other
purposes decided upon by the Board of Directors. The maximum amount of the shares to be
purchased is equivalent to approximately 3.8% of all the shares and votes of the company
calculated using the share count on the publication date of the notice of the AGM.
The Board of Directors shall decide on the other matters related to the purchase of treasury
shares. The authorisation will remain in force until the end of the next AGM, but for no more
than 18 months from the AGM’s resolution on the authorisation.
Authorisation to decide on issuance of shares and/or the issuance of option rights
and other special rights entitling to shares
The AGM on 10 April 2024 decided to withdraw previous share issue authorisations and
authorise the Board of Directors to decide on the issuance of shares and/or option rights or
other special rights entitling to shares as follows:
Under the authorisation, a maximum total of 3,000,000 shares may be issued in one or
more tranches, corresponding to approximately 14.3% of all of the company’s registered
shares calculated using the share count on the publication date of the notice of the Annual
General Meeting.
Share issues and/or the issue of option rights or other special rights can be carried out in
deviation from the shareholders’ pre-emptive subscription right (special share issue).
The authorisation can be used, for example, to implement mergers or acquisitions or
financing arrangements, to develop the company’s equity structure, to improve the liquidity
of the company’s shares, to implement the company’s incentive schemes or for other
purposes decided by the company’s Board of Directors. Under the authorisation, a
maximum of 281,828 shares may be issued for the implementation of the company’s
incentive schemes, which corresponds to approximately 1.3% of all registered shares in the
company on the date of the notice convening the AGM.
Under the authorisation, the Board of Directors may issue new shares or transfer shares
held by the company. The Board of Directors is authorised to decide on all other conditions
of the issuance of shares and/or option rights or other special rights.
The authorisation will remain in force until the end of the next AGM, but for no more than 18
months from the AGM’s resolution on the authorisation.
ACCOUNTING PRINCIPLES
Share capital consists solely of ordinary shares. The immediate expenditure from the
issue or acquisition of new shares or other equity instruments less any tax is recorded as
equity, wherein it reduces the purchase consideration received for the issue. If the
company buys back its equity instruments, the acquisition cost of the instruments is
deducted from equity.
Liability for dividend distribution to the Group's shareholders is recorded for the period
during which the general meeting approved the dividend.
| 157
6. OTHER NOTES
6.1. SPECIFICATION OF NON-CASH TRANSACTIONS
Non-cash transactions
MEUR
2024
2023
Change in provisions
0.0
-0.1
Write-off of trade receivables
0.5
0.2
Sale of fixed assets
0.0
-0.3
Share-based incentive plan
-0.4
0.6
Revenue recognition of expired gift cards
-0.8
-0.6
Other adjustments
-0.5
0.3
Total
-1.2
0.2
6.2. SHARES IN SUBSIDIARIES AND ASSOCIATED COMPANIES
The group structure is presented in below table so, that the ownership interest marked after
the company in indentation presents the ownership interest of its parent company.
Additionally, the table shows the group's ownership percentage in each company.
Group companies
Country
Ownership
interest,
%
Group
ownership
interest, %
Are you who Oy
Finland
100
100
Beaniemax Oy
Finland
100
100
Calos Oy
Finland
75
75
H5 Ravintolat Oy
Finland
100
75
Camping Minigolf Oy
Finland
100
100
Commodus Oy
Finland
70
70
El Rey Group Oy
Finland
60
60
Fatmax Oy
Finland
75
75
Hankinta Unioni Oy
Finland
60
60
Harry's Ravintolat Oy
Finland
100
100
Italpal Oy
Finland
100
100
Kampin Sirkus Oy
Finland
90
90
Group companies
Country
Ownership
interest,
%
Group
ownership
interest, %
Katang MGMT Oy
Finland
55
55
Koskimax Oy
Finland
60
60
Latitude 25 Oy
Finland
65
65
Levin Ravintolakatu Oy
Finland
100
100
Local Brewery Restaurants Oy
Finland
70
70
Lumo Laukontori Oy
Finland
100
100
Pyynikin Brewery Restaurants Oy
Finland
85
85
Nordic Gourmet Oy
Finland
100
100
Northmax Oy
Finland
70
70
Nunc est Bibendum Oy
Finland
70
70
Poolmax Oy
Finland
80
80
Priima-Ravintolat Oy
Finland
100
100
PurMax Oy
Finland
60
60
Rengasravintolat Oy
Finland
100
100
Restakakkonen Oy
Finland
100
100
Restakolmonen Oy
Finland
100
100
Restaykkönen Oy
Finland
70
70
Rivermax Oy
Finland
75
75
RR Holding Oy
Finland
100
100
Royal Ravintolat Oy
Finland
100
100
Aunt Florentine's Oyster Oy
Finland
70
70
Financier Group Oy
Finland
73
73
Mother of Pearl Oy
Finland
100
100
Pihka Ravintolat Oy
Finland
100
100
Ravintola F9 Oy
Finland
70
70
Sushi World Oy
Finland
100
100
Wild & Finnish Oy
Finland
75
75
Yes Yes Yes Oy
Finland
70
70
Sea Horse Oy
Finland
100
100
Shinobi Group Oy
Finland
70
70
Soolo Max Oy
Finland
70
70
| 158
Group companies
Country
Ownership
interest,
%
Group
ownership
interest, %
SRMax Oy
Finland
85
85
Stadin Night Oy
Finland
60
60
Helsingin Kaivohuone Oy
Finland
100
60
Suomen Karaokebaarit Oy
Finland
51
51
Suomen Koukkuravintolat Oy
Finland
90
90
Espoon Koukkuravintolat Oy
Finland
90
81
Jyväskylä Koukkuravintolat Oy
Finland
90
81
Lahden Koukkuravintolat Oy
Finland
90
81
Suomen Ravintolatoimi Oy
Finland
100
100
Bistromax Oy
Finland
70
70
Suomen Siipiravintolat Oy
Finland
90
90
SushiBarWine Oy
Finland
75
75
Tillikka Oy
Finland
80
80
Tunturimax Oy
Finland
76
76
Ski or Die Oy
Finland
80
61
Unioninkadun Keidas Oy
Finland
100
100
Urban Expo Oy
Finland
100
100
Better Burger Society Group Oy
Finland
60
60
Better Burger Society Oy
Finland
100
60
Friends & Brgrs Ab Oy
Finland
100
60
Friends & Brgrs Germany GmbH
Germany
100
60
HC MidCo Oy
Finland
76
45
HC BidCo Oy
Finland
100
45
HC FinCo SA
Switzerland
100
45
Finago SA
Switzerland
100
45
Finago Franchising Sàrl
Switzerland
100
45
Finago Consulting Sàrl
Switzerland
100
45
Holy Cow! HR Sàrl
Switzerland
100
45
Holy Cow ! Gourmet Burger Company
SA
Switzerland
100
45
Holy Cow ! Basel AG
Switzerland
100
45
Chogo Biel AG
Switzerland
100
45
AFR SA
Switzerland
100
45
Group companies
Country
Ownership
interest,
%
Group
ownership
interest, %
VCSB SA
Switzerland
100
45
Chogo Group Holding SA
Switzerland
100
45
Central Central Swiss Trading Sàrl
Switzerland
100
45
Holy Cow Suisse Romande Sàrl
Switzerland
100
45
Holy Cow Ecublens Sàrl
Switzerland
100
45
Holy Cow Langstrasse Zürich GmbH
Switzerland
100
45
Holy Cow Winterthur GmbH
Switzerland
100
45
Parsaco Food Courts GmbH
Switzerland
100
45
DP Gastronomie Sàrl
Switzerland
100
45
Holy Cow ! TS GmbH
Switzerland
100
45
NoHo International Oy
Finland
100
100
NoHo Norway AS
Norway
87
87
Christian August AS
Norway
54
47
Complete Security AS
Norway
91
79
Kjos Renhold AS
Norway
100
79
DOD AS
Norway
100
87
Dubliners AS
Norway
100
87
Eilefs Landhandleri AS
Norway
100
87
Emmas Drift As
Norway
100
87
Kulturhuset i Oslo AS
Norway
95
83
YGT3 AS
Norway
100
83
Youngs AS
Norway
100
83
Lab Drift AS
Norway
100
87
M12 Mor AS
Norway
77
67
M12 Datter AS
Norway
100
67
M12 Kristiansand AS
Norway
100
67
M12 Roller AS
Norway
100
67
M12 Stavanger AS
Norway
100
67
M12 Tromsø AS
Norway
91
61
M12 Trondheim AS
Norway
100
67
M12 Vest AS
Norway
100
67
MEO AS
Norway
100
87
| 159
Group companies
Country
Ownership
interest,
%
Group
ownership
interest, %
Hook AS
Norway
95
83
Nieu Soria moria AS
Norway
55
48
NoHo Skagstind Holding AS
Norway
70
61
Countryfestivalen AS
Norway
100
61
Klingenberg Bardrift AS
Norway
100
61
Scene og Pubdrift AS
Norway
100
61
TW Rover AS
Norway
100
61
Vulkan Catering AS
Norway
100
61
Øslo AS
Norway
90
78
Rådhuskroken AS
Norway
100
87
SBF AS
Norway
100
87
Tøyen Kulturhus AS
Norway
100
87
Nordic Hospitality Partners Denmark A/S
Denmark
75
75
Chicks by Chicks Tivoli ApS
Denmark
84
63
Camping Denmark ApS
Denmark
100
75
Camping Malmö AB
Denmark
100
75
Cock's & Cows ApS
Denmark
100
75
Cock's & Cows CPH Airport ApS
Denmark
100
75
Luca Lyngby ApS
Denmark
100
75
NoHo TT Holding ApS
Denmark
80
60
Triple Trading Aps
Denmark
51
31
Triple Trading AS
Norway
100
31
Ruby Group Holding ApS
Denmark
100
75
Bronnum ApS
Denmark
99
74
Ebony & Ivory ApS
Denmark
100
75
Lidkoeb ApS
Denmark
100
75
The Bird Mother ApS
Denmark
100
75
Luca Gl. Strand ApS
Denmark
100
75
The Bird ApS
Denmark
100
75
Merging companies
Receiving companies
Dinnermax Oy
Harry's Ravintolat Oy
Gastromax Oy
Lumo Laukontori Oy
Max Consulting Oy
Suomen Ravintolatoimi Oy
Restala Oy
Unioninkadun Keidas Oy
Somax Oy
Priima-Ravintolat Oy
Suomen Diner Ravintolat Oy
Priima-Ravintolat Oy
The operations of the companies Cosmopolitan AS and Friends&Brgrs Denmark AS have ended during
the year 2024
.
Share of the most significant minority shareholders
Subgroup
Share of profit for
the financial
period
Share of
capital
MEUR
2024
2023
2024
2023
Better Burger Society Group Oy subgroup*
1.6
0.2
11.4
11.3
NoHo Norway AS subgroup
0.3
0.4
2.4
2.8
Nordic Hospitality Partners Denmak A/S subgroup
1.2
0.3
5.6
0.8
* As its own subgroup starting from 1 September 2023
| 160
MEUR
2024
2023
Better Burger Society Group Oy subgroup*
Turnover
80.0
24.8
Result of the financial period
3.1
-0.2
Non-current assets
101.5
79.5
Current assets
15.5
11.6
Non-current liabilities
41.3
36.1
Current liabilities
20.6
19.1
Cash flows from operating activities
12.9
8.3
Cash flows from investing activities
-6.4
-39.7
Cash flows from financing activities
-4.0
37.7
NoHo Norway AS subgroup
Turnover
41.2
40.4
Result of the financial period
-0.8
-1.1
Non-current assets
59.3
65.5
Current assets
6.4
6.6
Non-current liabilities
42.1
49.2
Current liabilities
28.6
26.9
Cash flows from operating activities
5.0
12.3
Cash flows from investing activities
-2.5
-11.2
Cash flows from financing activities
-3.2
-0.3
Nordic Hospitality Partners Denmak A/S subgroup
Turnover
39.6
24.3
Result of the financial period
1.2
0.8
Non-current assets
56.3
46.1
Current assets
13.7
4.5
Non-current liabilities
30.8
28.3
Current liabilities
33.9
22.3
Cash flows from operating activities
6.6
4.5
Cash flows from investing activities
-3.3
-0.6
Cash flows from financing activities
-1.7
-4.0
*As its own subgroup starting from 1 September 2023
The financial information of the group's international operations is presented in note 2.2.
| 161
6.3. RELATED PARTY TRANSACTIONS
Parties are considered to be related when one party can exercise control, shared control or
significant influence over the other in decision-making involving its finances and operating
activities. The Group’s related parties are the parent company, subsidiaries, associated
company, the parent company’s subsidiaries and the key management personnel. Key
management personnel includes the members of the Board of Directors, the Group’s
Executive Team and the CFO and his/her deputy, as well as their close family members.
Furthermore, related entities include any owners who can exercise control or significant
influence in NoHo Partners, the companies where the said owners have a controlling
interest, and companies where a person exercising control over NoHo Partners exercises
significant influence or works in the management of the company or its parent company.
The management’s employee benefits
The management’s employee benefits are presented on a cash basis.
MEUR
2024
2023
CEO*
0.7
0.7
Other Executive Team members
1.2
1.1
Total
1.9
1.7
*Until 31 August 2024, Aku Vikström; from 1 September 2024, Jarno Suominen
Until 31 August 2024, the Group’s Executive Team consisted of Aku Vikström, Jarno
Suominen, Jarno Vilponen and Tuomas Piirtola. From 1 September 2024, the Group’s
Executive Team consists of Jarno Suominen, Maria Koivula, Jarno Vilponen, Anne Kokkonen,
Benjamin Gripenberg, Tanja Suominen, Paul Meli, Rainer Lindqvist, Henri Virlander and Pauli
Kouhia.
Share-based incentive plan’s earning period 3
The Board of Directors of NoHo Partners Oyj resolved on 3 May 2023 on a directed share
issue without payment to the key employees of the company in order to pay the reward for the
third earning period of the long-term share-based incentive plan from 1 December 2021 to 31
March 2023. The share issue resolution is based on the authorization given by the Annual
General Meeting on 19 April 2023. The stock exchange release concerning the longterm
share-based incentive plan for the key employees has been published on 30 November 2018
with information also available on the company’s web page. A total of 106 877 new shares
were issued without payment in the share issue to 8 key employees participating in the share-
based incentive plan. As a result of the share issue the total number of shares in NoHo
Partners Plc is 20 806 678.
The Board of Directors of NoHo Partners Oyj has on 28 February 2024 resolved on a directed
share issue without payment to the CEO of the company and to the deputy of the CEO in
order to pay the delayed earned reward for the third earning period that ended on 31 March
2023 of the long-term share-based incentive plan. The share issue resolution is based on the
authorization given by the Annual General Meeting on 19 April 2023. The stock exchange
release concerning the long-term share-based incentive plan for the key employees has been
published on 30 November 2018 with information also available on the company’s web page.
A total of 34 037 new shares were issued without payment in the share issue related to the
share-based incentive plan. As a result of the share issue the total number of shares in NoHo
Partners Oyj will be 21 009 715. MEUR 0.6 has been previously recognised as expenses and
the payment of the reward will not have an impact on the income statement in financial year
2024.
Share-based incentive plan’s earning period 4
On 22 December 2022, NoHo Partners Plc announced the fourth earning period of the
longterm share-based remuneration scheme for key personnel. The fourth earning period is
24 months, starting on 1 January 2023, and ending on 31 December 2024.The reward criteria
for the fourth earning period are based on NoHo Partners Plc’s profitable growth. There are
ten participants in the long-term incentive plan’s fourth earning period.
A maximum of 280,420 reward shares could be awarded for the fourth earning period. The
value of the maximum reward at the average share price on the trading day on 21 December
2022 would be approximately EUR 2.0 million. The Board of Directors estimates that if the
reward is fully paid in new shares, the maximum dilutive effect on the number of the
company’s registered shares for the fourth earning period is 1.34%.
Costs from the share-based incentive plan are recognised as staff expenses over time and in
equity under earnings.
The share-based incentive scheme is presented in more detail on page
The CEO’s pension commitments and termination compensation
The Chief Executive Officer is covered by the Employees Pensions Act that offers pension
security based on the time of service and earnings in the manner defined in the Act. According
to the CEO’s contract, the CEO will retire without separate notice upon reaching the
retirement age, unless otherwise agreed between both parties in advance. The Chief
Executive Officer’s accrued pension costs for the financial period were EUR 70.8
thousand.
The notice
period for the CEO is six (6) months from both the company and the CEO’s side.
In addition to the pay for the term of notice, the CEO is entitled to compensation equalling
| 162
six (6) months’ salary if the company dismisses the CEO for reasons other than serious
misconduct, crime, or similar reasons, provided that the CEO has not entered into an
employment or service relationship with a third party during that time.
Fees for the Board of Directors
2024
Annual
remuner
ation
Committee
meeting fees
Other
financial
benefits***
Total
EUR thousands
Timo Laine, Chairman of the
Board of Directors
60.0
2.5
117.6
180.1
Timo Mänty, Vice-Chairman of
the Board of Directors*
33.8
6.5
0.0
40.3
Mika Niemi, member of the
Board of Directors
30.0
0.0
20.0
50.0
Petri Olkinuora, member of the
Board of Directors
30.0
3.5
0.0
33.5
Kai Seikku, member of the
Board of Directors
30.0
6.0
0.0
36.0
Maarit Vannas, member of the
Board of Directors*
22.5
2.0
0.0
24.5
Mia Ahlström, member of the
Board of Directors**
7.5
0.5
0.0
8.0
Yrjö Närhinen, member of the
Board of Directors**
11.3
1.0
0.0
12.3
Total
225.0
22.0
137.6
384.6
2023
Annual
remuner
ation
Committee
meeting fees
Other
financial
benefits***
Total
EUR thousands
Timo Laine, Chairman of the
Board of Directors
55.0
2.2
117.6
174.8
Yrjö Närhinen, Vice-Chairman of
the Board of Directors
41.3
4.4
11.1
56.8
Kai Seikku, member of the
Board of Directors
27.5
6.6
0.0
34.1
Petri Olkinuora, member of the
Board of Directors
27.5
3.3
0.0
30.8
Mika Niemi, member of the
Board of Directors
27.5
0.0
20.0
47.5
Mia Ahlström, member of the
Board of Directors
27.5
2.2
0.0
29.7
Total
206.3
18.7
148.7
373.7
* Member of the Board of Directors from 10 April 2024
** Member of the Board of Directors until 10 April 2024
*** Consultant fees paid to the member of the Board of Directors. These are treated as
purchases in the related party transactions table.
Transactions with related entities
MEUR
2024
2023
Sales
0.0
0.3
Lease costs
0.2
0.3
Purchases
0.7
17.1
Receivables
0.4
0.1
Liabilities
0.3
2.1
Sales to related entities comprise restaurant sales. Purchases from related entities include,
for example, labour hire,
renovation and business premises expenses as well as costs of
equipment and equipment maintenance. The Group has also
leased premises from related
parties.
| 163
6.4. LEGAL CASES
The Company has two ongoing legal cases with no material financial risk related to neither
of them.
6.5. SIGNIFICANT EVENTS AFTER THE FINANCIAL STATEMENTS DATE
NoHo Partners’ Board of Directors resolved to establish a performance share plan for
the key employees of the company
After the reporting period, NoHo Partners’ Board of Directors resolved to establish a
performance share plan for the key employees of the company. The new performance share
plan contains three earning periods between 1 January 2025 and 31 December 2028. After
the first earning period a maximum amount of 275,000 Noho Partners Plc’s shares can be
paid as reward to the key employees based on achieving growth goals essential to the
business of the company as determined by the Board of Directors. The reward criteria set
for the first earning period are based on the profitability of the company's business. The
incentive plan will cover 10 people in the first earning period.
| 164
6.6. NEW AND AMENDED STANDARDS APPLICABLE IN FUTURE ACCOUNTING
PERIODS
According to the judgment of the Group Management the changes will not have a material
effect on the financial statements, except for IFRS 18 standard, which will affect the
presentation of the consolidated financial statements and notes.
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability
(effective for financial year beginning on or after 1 January 2025, earlier
application is permitted)
The amendments affect entities, which have transactions and operations in foreign
currencies that are not exchangeable into another currency at a measurement date. The
amendments require consistent application methods to be used when determining the
exchange rate for currency. Additionally, the amendments increase disclosures.
Amendments to IFRS 9 and IFRS 7 standards: Amendments to the Classification and
Measurement of Financial Instruments *
(effective for financial year beginning on or after
1 January 2026)
The amendments clarify the recognition and derecognition of some financial assets and
liabilities, clarify and add further guidance for assessing whether a financial asset meets
SPPI criteria. The amendment also increases disclosure requirements for certain
instruments.
Amendments to IFRS 9
Financial Instruments
and IFRS 7
Financial Instruments:
Disclosures
: Contracts Referencing Nature-dependent Electricity*
(effective for
financial year beginning on or after 1 January 2026)
The amendments include guidance for renewable power purchase agreements. The
amendments clarify the application of the own-use exemption to power purchase
agreements. In addition, the amendment includes guidance for applying hedge accounting
when the criteria for own-use exemption are not fulfilled.
IFRS 18
Presentation and Disclosure in Financial Statements
(effective for financial
year beginning on or after 1 January 2027, earlier adoption is permitted)
The most significant changes relate to the structure of the income statement and the
subtotals to be presented in the income statement. Income and expenses are required to be
classified into operating, investing, financing, discontinued operations and income tax
categories in the income statement. Management-defined performance measures (MPMs)
are also disclosed in the financial statements as currently they are disclosed outside the
financial statements. The standard determines also the principles for aggregating and
disaggregating information, which is applied to both the primary financial statements and
disclosures. IFRS 18 will replace IAS 1
Presentation of Financial Statements
.
IFRS 19
Subsidiaries without Public Accountability: Disclosures
(effective for
financial year beginning on or after 1 January 2027)
This new standard determines disclosures for the subsidiaries using IFRS Accounting
Standards. The subsidiary applying for IFRS 19 does not apply the disclosure requirements
of other IFRS Accounting Standards but instead it applies to the disclosure requirements in
IFRS 19. The application of IFRS 19 is eligible for subsidiaries, which do not have its debt or
equity instruments traded in a public market and it has a parent company that produces
consolidated financial statements available for public use that comply with IFRS Accounting
Standards. The application of the standard is voluntary.
* Not yet endorsed for use by the European Union as of 31 December 2024.
| 165
6.7. CALCULATION FORMULAS OF KEY FIGURES
Key figures required by the IFRS standards
Earnings per share
Parent company owners’ share of result of the financial period
Average number of shares
Earnings per share (diluted)
Parent company owners’ share of result of the financial period
Diluted average number of shares
Alternative performance measures
NoHo Partners presents certain comparable financial key figures (alternative performance measures)
that are not included in the IFRS standards. The alternative performance measures presented by
NoHo Partners should not be reviewed separately from the corresponding IFRS key figures and
should be read together with the most closely corresponding IFRS key figures.
Return on equity, %
Result of the financial period (result attributable to the owners of the
parent + result attributable to NCIs)
*
100
Equity on average (attributable to owners of the company and NCIs)
Equity ratio, %
Equity (attributable to owners of the company and NCIs)
*
100
Total assets – advances received
Adjusted equity ratio, %
Equity (attributable to owners of the company and NCIs)
*
100
Total assets – advances received – liabilities according to IFRS 16
Return on investment, %
Result of the financial period before taxes + finance costs
*
100
Equity (attributable to owners of the company and NCIs) + interest-bearing financial
liabilities on average
Interest-bearing net liabilities
Interest-bearing liabilities – non-current interest-bearing receivables – cash and cash
equivalents
Interest-bearing net liabilities excluding IFRS 16 impact
Interest-bearing liabilities without IFRS 16 liabilities – non-current interest-bearing receivables
– cash and cash equivalents
Gearing ratio, %
Interest-bearing net liabilities
*
100
Equity (attributable to owners of the company and non-controlling
interests)
Gearing ratio, % excluding IFRS 16 impact
Interest-bearing net liabilities excluding IFRS 16 impact
*
100
Equity (attributable to owners of the company and NCIs) – depreciations, amortisations,
lease costs and finance costs recorded in the income statement with regard to IFRS 16
impact
Personnel expenses, % (without Triple Trading*)
Employee benefits + leased labour
*
100
Turnover
Material margin, % (without Triple Trading*)
Turnover – raw materials and consumables
*
100
Turnover
Adjusted net finance costs
Financial income – finance costs (adjusted by acquisition-related entries in accordance with
the IFRS standards, the exchange rate differences of financial items and entries related to
Eezy Plc shares)
Equity excluding IFRS 16 impact
Equity adjusted by cumulative IFRS 16 bookings related to the income statement
Operational EBITDA
EBIT + depreciation and impairment – share of associated company’s result – adjustment of
IFRS 16 lease expenses to cash flow based
Ratio of net debt to operational EBITDA
Interest-bearing net liabilities adjusted for IFRS 16 lease liability
Operational EBITDA (last 12 months)
*As Triple Trading's operations deviate from the nature of normal restaurant operations, the
company's impact is not considered in the calculation of material margin and personnel
expenses.
| 166
Parent company income statement (FAS)
EUR
2024
2023
Turnover
40,186,124.62
44,781,040.49
Other Operating Income
25,731,623.41
20,393,814.98
Materials and services
Purchases adjustments
Purchases during the period
-9,124,417.30
-10,823,794.73
Change in Inventory
16,118.80
30,520.86
External services
-5,123,748.85
-6,077,718.80
-14,232,047.35
-16,870,992.67
Staff expenses
Salaries and fees
-9,683,758.75
-11,026,048.95
Indirect employee costs
Pension costs
-1,620,584.75
-1,808,792.96
Other indirect employee costs
-268,063.01
-383,456.83
-11,572,406.51
-13,218,298.74
Depreciation, amortisation and impairment losses
Scheduled depreciation and amortisation
-1,923,552.01
-1,858,118.01
Other operating expenses
-30,797,810.27
-28,004,628.01
Operating profit (loss)
7,391,931.89
5,222,818.04
EUR
2024
2023
Financial income and expenses
Income from shares in Group companies
4,123,074.59
4,791,302.80
From others
6,996.66
774,432.80
Other interest and financial income
From Group companies
3,685,785.45
3,464,174.77
From others
124,901.29
22,543.68
Impairment on financial securities classified as
non-current assets
-2,795,800.00
0.00
Impairment on financial securities classified as
current assets
-578,000.00
-14,255,513.60
Interest expenses and other financial expenses
To Group companies
-1,061,243.40
-992,067.29
To others
-8,285,414.73
-7,009,019.74
-4,779,700.14
-13,204,146.58
Profit (loss) before appropriations and taxes
2,612,231.75
-7,981,328.54
Appropriations
Total - Group support
8,612,737.07
2,799,660.00
Net profit (loss)
11,224,968.82
-5,181,668.54
| 167
Parent company balance sheet (FAS)
EUR
31.12.2024
31.12.2023
ASSETS
Non-current assets
Intangible assets
Goodwill
608,940.66
720,985.48
Other capitalised expenses
4,139,022.10
4,596,013.75
Prepayments
256,487.14
0.00
5,004,449.90
5,316,999.23
Tangible assets
Buildings and structures
1,615,374.33
1,696,095.02
Machinery and equipment
3,165,255.25
3,721,935.38
Other tangible assets
12,593.44
12,593.44
Prepayments and work in progress
55,053.69
0.00
4,848,276.71
5,430,623.84
Investments
Investments in Group companies
140,846,497.59
126,882,399.22
Investments in associated companies
3.00
8,438,269.52
Other shares and interests
522,492.23
425,307.14
141,368,992.82
135,745,975.88
Non-current assets total
151,221,719.43
146,493,598.95
Current assets
Inventories
Finished products and articles
954,025.69
937,906.89
Non-current
Non-current trade receivables
137,717.38
137,717.38
Loan receivables from Group companies
68,759,855.83
83,321,697.49
Loan receivables
0.00
490,000.00
68,897,573.21
83,949,414.87
Current
Trade receivables
2,473,333.10
2,954,947.17
Receivables from Group companies
43,233,158.76
38,413,099.35
Loan receivables
317,154.11
5,000.00
Other receivables
466,436.18
530,213.40
Accrued income
1,933,178.34
1,646,926.90
48,423,260.49
43,550,186.82
Cash and cash equivalents
183,617.42
362,563.85
Current assets total
118,458,476.81
128,800,072.43
ASSETS TOTAL
269,680,196.24
275,293,671.38
EUR
31.12.2024
31.12.2023
EQUITY AND LIABILITIES
Equity
Share capital
150,000.00
150,000.00
Other reserves
Invested unrestricted equity fund
73,451,181.83
73,451,181.83
Retained earnings (losses)
21,264,796.80
35,480,642.79
Profit (loss) for the financial period
11,224,968.82
-5,181,668.54
Total equity
106,090,947.45
103,900,156.08
Appropriations
Depreciation difference
85,865.67
82,865.67
Provisions
Other provisions
15,000.00
3,000.00
Liabilities
Non-current
Loans from financial institutions
95,676,309.84
86,814,614.87
Advances received
1,177,766.70
1,427,768.01
Other non-current liabilities
2,269,768.28
4,249,970.12
Liabilities to Group companies
19,264,930.75
17,986,009.61
118,388,775.57
110,478,362.61
Current
Loans from financial institutions
11,456,146.49
29,587,431.40
Advances received
1,667,221.42
1,101,005.33
Trade payables
5,993,820.40
6,250,536.91
Liabilities to Group companies
16,263,514.12
13,591,772.78
Other payables
1,796,776.71
363,326.78
Accruals and deferred income
7,922,128.41
9,932,213.82
45,099,607.55
60,826,287.02
Liabilities total
163,488,383.12
171,304,649.63
EQUITY AND LIABILITIES TOTAL
269,680,196.24
275,293,671.38
| 168
Parent company cash flow statement (FAS)
EUR thousands
2024
2023
Cash flows from operating activities
Profit (loss) before appropriations and taxes
2,612.2
-5,181.7
Adjustments:
Other income and expenses that do not incur payments
-10,698.1
-9,267.2
Scheduled depreciation and impairment
1,923.6
1,858.1
Financial income and expenses
4,779.7
13,204.1
Cash flow before change in working capital
-1,382.6
613.4
Changes in working capital
Current non-interest-bearing receivables
316.2
-1,352.5
Inventories
-16.1
-30.5
Current non-interest-bearing liabilities
-762.2
6,170.4
Operating cash flow before financial items and taxes
-1,844.8
5,400.7
Interest paid and other finance costs
-10,120.0
-7,662.3
Dividends received from business operations
4,130.1
5,457.0
Interest received from business operations
3,483.4
1,555.8
Direct taxes paid
-5.4
-30.6
Operating net cash flow
-4,356.7
4,720.7
EUR thousands
2024
2023
Cash flows from investing activities
Investments in tangible and intangible assets
-1,019.9
-1,977.8
Income from the disposal of tangible and intangible assets
63.3
411.5
Acquisition of non-controlling interests
-751.4
-1,729.4
Change in non-current loans receivable
13,223.4
14,013.2
Acquisition of subsidiaries
-2,095.5
-11,841.2
Business transactions, acquisitions (-)
0.0
-300.0
Associated company shares sold
7,185.9
197.8
Business transactions, sales
0.0
11.0
Net cash from investing activities
16,605.8
-1,214.9
Cash flows from financing activities
Proceeds from non-current loans and borrowings
102,000.0
5,000.0
Non-current loans repaid
-101,299.7
-12,720.2
Proceeds from current loans and borrowings
3,106.1
6,816.2
Current commercial papers repaid
-10,000.0
6,000.0
Dividends paid and other distribution of profits
-9,034.2
-8,356.5
Group contributions received
2,799.7
0.0
Net cash from financing activities
-12,428.1
-3,260.6
Change in cash and cash equivalents
-178.9
245.2
Cash and cash equivalents at the beginning of the financial
period
362.6
117.4
Cash and cash equivalents on 31 December
183.6
362.6
Change in cash and cash equivalents
-178.9
245.2
| 169
Notes to the parent company financial statements
1.1 ACCOUNTING PRINCIPLES
NoHo Partners Plc’s financial year is 1 January–31 December. The financial statements
have been prepared in accordance with the Finnish Accounting Act (FAS).
The income statement and the balance sheet are presented in euros and the cash flow
statement and the notes in thousands of euros.
PRINCIPLES AND METHODS OF MEASUREMENT AND RECOGNITION
Measurement of non-current assets
Non-current assets are measured at their acquisition cost less the accrued depreciation.
The notes for the non-current assets only present the acquisition costs for those non-current
assets whose acquisition costs have not been completely depreciated as scheduled
depreciation.
Basis of and changes to scheduled depreciation
Commodity group
Estimated
service life
Depreciation
method
Buildings
Straight-line
depreciation
Goodwill
Straight-line
depreciation
Other intangible assets
Straight-line
depreciation
Machinery and equipment
Straight-line
depreciation
Measurement of current assets
Inventories are measured at their variable acquisition cost in accordance with the FIFO
principle and the lowest value principle defined in Section 6 (1) of Chapter 5 of the
Accounting Act.
The trade and other receivables recognised under current asset receivables are measured
at their nominal value or their probable value, whichever is lowest.
Pension coverage for the personnel
The pension coverage for the company's personnel has been arranged in an external
pension insurance company. Pension insurance payments have been recognised to
correspond with the accrual-based salaries in the financial statements.
Measurement of liabilities
Liabilities are measured at their nominal value.
Treasury shares
Treasury shares purchased are recorded as deductions from the accumulated earnings
from previous financial periods.
Related parties and management remuneration
Additional information on the company’s related parties and management remuneration is
available on page
.
Group companies
Additional information on subsidiaries and associated companies is available on page
.
| 170
1.2 NOTES TO THE INCOME STATEMENT
Distribution of turnover, EUR thousands
2024
2023
Restaurant business
40,186.1
44,781.0
Other operating income, EUR thousands
2024
2023
Sales profit
393.0
77.2
Rent income
412.4
562.4
Other operating income
551.2
486.8
Other operating income, Group
24,375.0
19,267.4
Total
25,731.6
20,393.8
Personnel expenses, EUR thousands
2024
2023
Average number of employees
172
200
Salaries and fees
9,683.8
11,026.0
Pension costs
1,620.6
1,808.8
Other indirect employee costs
268.1
383.5
Total
11,572.4
13,218.3
Other operating expenses, EUR thousands
2024
2023
Voluntary employee expenses
741.3
927.5
Business premises expenses
20,078.1
17,597.7
Machinery and equipment expenses
2,583.6
2,897.9
Travel expenses
473.1
437.2
Marketing, performer and entertainment expenses
2,465.9
2,684.7
Other operating expenses
4,455.8
3,459.6
Total
30,797.8
28,004.6
Auditors’ fees, EUR thousands
2024
2023
Audit fees
404.0
374.0
Assignments referred to in 1.1,2§ of the Audit Act
130.0
0.0
Other services
15.0
117.0
Total
549.0
491.0
| 171
1.3 NOTES TO THE BALANCE SHEET
Intangible assets, EUR thousands
Goodwill
Other intangible
assets
Prepayments and
Total
Acquisition cost 1 Jan.
4,955.7
15,576.4
0.0
20,532.1
Increase
664.9
664.9
Transfers between items
408.4
-408.4
0.0
Decrease
-43.2
-43.2
Acquisition cost 31 Dec.
4,955.7
15,941.6
256.5
21,153.7
Accumulated amortisation 1 Jan.
-4,234.7
-10,980.4
0.0
-15,215.1
Decrease
25.8
25.8
Depreciation
-112.0
-848.0
-960.0
Accumulated amortisation 31 Dec.
-4,346.8
-11,802.5
0.0
-16,149.3
Carrying amount 31 Dec.
608.9
4,139.0
256.5
5,004.4
Book value 1 Jan.
721.0
4,596.0
0.0
5,317.0
Tangible asset, EUR thousands
Buildings and
structures
Machinery and
equipment
Other tangible
assets
Prepayments and
Total
Acquisition cost 1 Jan.
2,421.6
8,483.7
12.6
0.0
10,917.9
Increase
46.9
388.7
435.6
Transfers between items
333.7
-333.7
0.0
Decrease
-170.4
0.0
-170.4
Acquisition cost 31 Dec.
2,421.6
8,693.8
12.6
55.1
11,183.1
Accumulated amortisation 1 Jan.
-725.5
-4,761.8
0.0
0.0
-5,487.3
Decrease
116.0
116.0
Depreciation
-80.7
-882.8
-963.5
Accumulated amortisation 31 Dec.
-806.2
-5,528.6
0.0
0.0
-6,334.8
Carrying amount 31 Dec.
1,615.4
3,165.3
12.6
55.1
4,848.3
Book value 1 Jan.
1,696.1
3,721.9
12.6
0.0
5,430.6
| 172
Investments, EUR thousands
Holdings in
Group companies
Investments in
associated companies
Other shares and interests
Total
Book value 1 Jan.
126,882.4
8,438.3
425.3
135,746.0
Increase
16,759.9
100.0
16,859.9
Decrease
-8,438.3
-2.8
-8,441.1
Impairments
-2,795.8
-2,795.8
Carrying amount 31 Dec.
140,846.5
0.0
522.5
141,369.0
Current liabilities, EUR thousands
2024
2023
Current receivables from Group companies
Trade receivables
1,640.4
1,177.4
Accrued income
8,319.6
8,314.1
Other Group receivables
8,612.7
3,057.3
Loan receivables
24,660.5
25,864.2
Total
43,233.2
38,413.1
Essential items of prepayments and accrued income
Accruals
377.8
261.3
Discounts
1,101.6
878.6
Other prepayments and accrued income
453.8
507.1
Total
1,933.2
1,646.9
Equity, EUR thousands
2024
2023
Share capital at the beginning of the financial period
150.0
150.0
Share capital at the end of the financial period
150.0
150.0
Total invested equity at the end of the financial period
150.0
150.0
Invested unrestricted equity fund at the beginning of the financial
period
73,451.2
71,972.4
Directed share issue
0.0
1,478.8
Invested unrestricted equity fund at the end of the financial
period
73,451.2
73,451.2
Profit/loss from previous financial periods at the beginning of the
financial period
35,480.6
40,964.8
Transfer of profit/loss from the previous financial period
-5,181.7
2,872.3
Dividend distribution
-9,034.2
-8,356.5
Profit/loss from previous financial periods at the end of the
financial period
21,264.8
35,480.6
Profit/loss for the financial period
11,225.0
-5,181.7
Total equity
106,090.9
103,900.2
| 173
Calculation of distributable funds in equity, EUR
thousands
2024
2023
Profit from previous financial periods
21,264.8
35,480.6
Net income for the financial period (profit +/loss -)
11,225.0
-5,181.7
Invested unrestricted equity fund
73,451.2
73,451.2
Distributable funds total
105,940.9
103,750.2
Appropriations
2024
2023
Depreciation difference, buildings
42.7
42.7
Depreciation difference, machinery and equipment
43.2
43.2
Total appropriations
85.9
85.9
Provisions, EUR thousands
2024
2023
Provision for termination expenses
15.0
3.0
Liabilities, EUR thousands
2024
2023
Current liabilities
Liabilities to Group companies
Trade payables
1,041.8
845.5
Liabilities
13,754.4
11,957.3
Accruals and deferred income
1,467.3
788.9
Total
16,263.5
13,591.8
Essential items of accrued expenses
Wage and salary liabilities
1,171.0
1,456.0
Holiday pay debt
1,391.3
1,426.0
Interest
18.7
561.9
Income taxes
0.0
5.4
Other accruals and deferred income
5,341.1
6,483.0
Accrued expenses total
7,922.1
9,932.2
The total balance of the Group cash pool account is disclosed under the parent company’s
cash and cash equivalents.
The parent company's receivable or liability is presented as receivables from companies
within the same group or as liabilities to companies within the same group.
| 174
1.4 NOTES CONCERNING GUARANTEES AND CONTINGENT LIABILITIES
Liabilities and guarantees by balance sheet item and guarantee type
EUR thousands
2024
2023
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current
95,604.4
86,701.8
Loans from financial institutions, current
11,432.5
19,557.0
Total
107,036.9
106,258.8
Guarantees given
Corporate mortgages given
154,700.0
34,150.0
Real estate mortgage
4,000.0
4,000.0
Mortgaged securities and subsidiary shares
140,846.5
139,771.0
Other guarantees given in total
299,546.5
177,921.0
Guarantees given on behalf of others
Other guarantees
8,143.6
8,213.0
Lease liabilities not included on the balance sheet
To be paid during the next financial period
29.1
15.5
To be paid later
25.9
23.2
Total
55.0
38.7
Other liabilities
Other guarantee engagements not included on the balance
sheet
Lease liability
Due within one year
12,876.5
13,070.8
Due in 2–5 years
36,975.4
35,254.0
Due in more than 5 years
25,269.0
29,724.9
Total
75,120.9
78,049.8
EUR thousands
2024
2023
Eezy Plc, purchase guarantee
1,420.8
16,878.7
| 175
BOARD
OF
DIRECTORS’
PROPOSAL
FOR
THE
DISTRIBUTION
OF
PROFITS
NoHo Partners Plc’s distributable assets on 31 December 2024 were EUR 105,940,945.62,
of which the share of the financial period’s result is EUR 11,224,968.82.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 9 April 2025 that, a dividend of EUR 0.46 (0.43) per share will be paid based on the
adopted balance sheet of the financial period ending on 31 December 2024.
The Board of Directors proposes that the dividend shall be paid in three instalments. The
first instalment of EUR 0.15 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the dividend
record date 8 May 2025. The payment date proposed by the Board of Directors for this
instalment is 15 May 2025.
The second instalment of EUR 0.15 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear Finland Oy
on the dividend record date 7 August 2025. The payment date proposed by the Board of
Directors for this instalment is 14 August 2025.
The third instalment of EUR 0.16 per share shall be paid to a shareholder who is registered
in the shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 6 November 2025. The payment date proposed by the Board of
Directors for this instalment is 13 November 2025.
At the time of the financial statements on 31 December 2024, the total number of shares
was 21,009,715.
The financial statements have been prepared in accordance with applicable accounting laws
and regulations and give a true and fair view of the assets, liabilities, financial position and
profit or loss of the parent company and of the companies included in its consolidated
financial statements.
We also confirm that the Board of Directors’ Review includes:
- A true and fair view of the development of the business and the financial result,
- A description of the most significant risks and uncertainties and other aspects of the
company’s condition, and
- A sustainability statement prepared in accordance with the reporting standards referred to
in Chapter 7 of the Accounting Act and Article 8 of the Taxonomy Regulation.
Helsinki, 17 March 2025
Timo Laine
Chairman of the Board of Directors
Maarit Vannas
Mika Niemi
Timo Mänty
Petri Olkinuora
Kai Seikku
Jarno Suominen
CEO
AUDITOR’S
NOTE
An audit report has been issued today.
Helsinki, 18 March 2025
Ernst & Young Oy
Authorised Public Accountants
Juha Hilmola
APA
| 176
AUDITOR’S
REPORT
(Translation of the Finnish original)
To the Annual General Meeting of NoHo Partners Oyj
REPORT ON THE AUDIT OF FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of NoHo Partners Oyj (business identity code
1952494-7) for the year ended 31 December, 2024. The financial statements comprise the
consolidated balance sheet, income statement, 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 company’s 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 group’s 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 company’s 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 2.8 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.
.
| 177
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation of goodwill
Refer to the note 4.1 of the consolidated financial statements.
The value of goodwill amounted to 193.4 million euro at the date of the financial statements
representing 33.2 % of total assets and 188.1 % of equity.
Valuation of goodwill was a key audit matter because the assessment process is based on
numerous judgmental estimates and because the amount of goodwill is significant to the
financial statements.
Valuation of goodwill is based on management’s estimate about the value in use calculations
of the cash generating units. There are several underlying assumptions used to determine the
value in use, including development of revenue and profitability and the discount rate applied
on cash flows.
Estimated value in use of the cash generating units may vary significantly when the
underlying assumptions are changed. Changes in above-mentioned individual assumptions
may result in an impairment of goodwill.
This matter is also a significant risk of material misstatement as defined by EU Regulation No
537/2014, point (c) of Article 10(2).
Revenue Recognition
We refer to the Group’s accounting policies and the note 2.1.
Revenue primarily comprises of sales of food and beverages to private and corporate
customers in the restaurant operation business. Services include restaurants’ service sales
and marketing support payments received.
Revenue is recorded at the time the goods are sold or when the service has been performed.
Revenue recognition was a key audit matter due to it being a key performance measure for
management, which could create an incentive to make incorrect entries to revenue. In
addition, there is a high volume of different transactions recorded in revenue.
Revenue recognition was also a significant risk of material misstatement referred to in EU
Regulation No 537/2014, point (c) of Article 10(2).
Our audit procedures to address the risk of material misstatement in respect of valuation of
goodwill included among others:
•
Involvement of EY valuation specialists to assist us in evaluating methodologies,
impairment calculations and underlying assumptions applied by the management in
impairment testing.
•
Comparing the key assumptions applied by management in impairment tests to
approved budgets and forecasts, information available in external sources and our
independently calculated industry averages such as weighted average cost of capital
used in discounting the cashflows.
•
In addition, we compared the sum of discounted cash flows in impairment tests to market
capitalization of NoHo Partners Plc.
•
We also assessed the sufficiency and appropriateness of the disclosures given in
respect of goodwill and its sensitivity.
To address the risk of material misstatement regarding revenue recognition our audit
procedures included among others:
•
Assessing the Group’s accounting policies over revenue recognition, including volume
discounts and other discounts.
•
Testing sales transactions by comparing them to payments received.
•
Testing revenue using data analytics as well as detailed transaction level substantive
audit procedures on revenue.
•
Testing that the sales have been recorded in the correct period.
•
Analytical procedures on revenue, including among others margin analysis.
•
Testing Journal Entries recorded in revenue.
•
Assessing the Group’s disclosures in respect of revenues.
| 178
Responsibilities of the Board of Directors and the Managing Director for the Financial
Statements
The Board of Directors and the Managing Director are responsible for the preparation of
consolidated financial statements that give a true and fair view in accordance with 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
financial statements in Finland and comply with statutory requirements. The Board of
Directors and the Managing Director are also responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are
responsible for assessing the parent company’s and the group’s ability to continue as 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.
Auditor’s Responsibilities for the Audit of 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
auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with good auditing
practice will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in 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 company’s or the group’s
internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of the Board of Directors’ and the Managing
Director’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the parent company’s or the group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the parent company or the
group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events so that the financial statements give a true and fair
view.
•
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 auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
| 179
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General Meeting on April 24, 2019,
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 auditor’s 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, excluding the
sustainability report information on which there are provisions in Chapter 7 of the
Accounting Act and in the sustainability reporting standards.
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. Our opinion does not cover the
sustainability report information on which there are provisions in Chapter 7 of the
Accounting Act and in the sustainability reporting standards.
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.
Helsinki 18.3.2025
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
| 180
INDEPENDENT
AUDITOR’S
REPORT
ON
THE
ESEF-CONSOLIDATED
FINANCIAL
STATEMENTS
OF
NOHO
PARTNERS
OYJ
(Translation of the Finnish original)
To the Board of Directors of NoHo Partners Oyj
We have performed a reasonable assurance engagement on the financial statements
743700DYZ6R1QNLWQA56-2024-12-31-fi.zip of NoHo Partners Oyj (y-identifier: 1952494-7)
that have been prepared in accordance with the Commission’s regulatory technical standard
for the financial year ended 31.12.2024.
Responsibilities of the Board of Directors and Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of the
company’s report of Board of Directors and financial statements (the ESEF financial
statements) in such a way that they comply with the requirements of the Commission’s
regulatory technical standard. This responsibility includes:
•
preparing the ESEF financial statements in XHTML format in accordance with Article 3 of
the Commission’s 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
•
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 Commission’s 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
Commission's 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
Commission's regulatory technical standard
•
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 Commission's regulatory technical standard
•
whether there is consistency between the ESEF financial statements and the audited
financial statements.
The nature, timing and extent of the selected procedures depend on the auditor’s
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 company's identification data in the consolidated
financial statements that are included in the ESEF financial statements of NoHo Partners
Oyj 743700DYZ6R1QNLWQA56-2024-12-31-fi.zip for the financial year ended 31.12.2024
have been tagged, in all material respects, in accordance with the requirements of the
Commission's regulatory technical standard.
| 181
Our opinion on the audit of the consolidated financial statements of NoHo Partners Oyj for
the financial year ended 31.12.2024 has been expressed in our auditor's report 18.3.2025.
With this report we do not express an opinion on the audit of the consolidated financial
statements nor express another assurance conclusion.
Helsinki 18.3.2025
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
| 182
ASSURANCE
REPORT
ON
THE
SUSTAINABILITY
STATEMENT
(Translation of the Finnish original)
To the Annual General Meeting of NoHo Partners Oyj
We have performed a limited assurance engagement on the group sustainability statement of
NoHo Partners Oyj (1952494-7) that is referred to in Chapter 7 of the Accounting Act and that
is included in the report of the Board of Directors for the financial year 1.1.–31.12.2024.
Opinion
Based on the procedures we have performed and the evidence we have obtained, nothing
has come to our attention that causes us to believe that the group sustainability statement
does not comply, in all material respects, with
1)
reporting standards (ESRS);
2)
European Parliament and of the Council on the establishment of a framework to
facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (EU
Taxonomy).
Point 1 above also contains the process in which NoHo Partners Oyj has identified the
information for reporting in accordance with the sustainability reporting standards (double
materiality assessment) and the tagging of information as referred to in Chapter 7, Section 22
of the Accounting Act.
Our opinion does not cover the tagging of the group sustainability statement with digital XBRL
sustainability tags in accordance with Chapter 7, Section 22, Subsection 1(2), of the
Accounting Act, because sustainability reporting companies have not had the possibility to
comply with that provision in the absence of the ESEF regulation or other European Union
legislation.
Basis for Opinion
We performed the assurance of the group sustainability statement as a limited assurance
engagement in compliance with good assurance practice in Finland and with the International
Standard on Assurance Engagements (ISAE) 3000 (Revised)
Assurance Engagements Other
than Audits or Reviews of Historical Financial Information
.
Our responsibilities under this standard are further described in the
Responsibilities of the
Group Sustainability Auditor
) section of our report.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Other Matter
We draw attention to the fact that the group sustainability statement of NoHo Partners Oyj that
is referred to in Chapter 7 of the Accounting Act has been prepared and assurance has been
provided for it for the first time for the financial year 1.1.–31.12.2024. Our opinion does not
cover the comparative information that has been presented in the group sustainability
statement. Our opinion is not modified in respect of this matter.
Group sustainability auditor's Independence and Quality Management
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 engagement,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The group sustainability auditor applies International Standard on Quality Management ISQM
1, which requires the sustainability audit 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.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director of NoHo Partners Oyj are responsible for:
●
accordance with the provisions of Chapter 7 of the Accounting Act, including the
process that has been defined in the sustainability reporting standards and in which
the information for reporting in accordance with the sustainability reporting standards
has been identified as well as the tagging of information as referred to in Chapter 7,
Section 22 of the Accounting Act and
●
in Article 8 of the Regulation (EU) 2020/852 of the European Parliament and of the
Council on the establishment of a framework to facilitate sustainable investment, and
amending Regulation (EU) 2019/2088;
●
is necessary to enable the preparation of a group sustainability statement that is free
from material misstatement, whether due to fraud or error.
| 183
Inherent Limitations in the Preparation of a Sustainability Statement
The preparation of the group sustainability statement requires a materiality assessment from
the company in order to identify relevant disclosures. This significantly involves management
judgment and choices. Group Sustainability reporting is also characterized by estimates and
assumptions, as well as measurement and estimation uncertainty.
The determination of greenhouse gases is subject to inherent uncertainty due to the
incomplete scientific data used to determine the emission factors and the numerical values
needed to combine emissions of different gases.
In addition, when reporting forward-looking information, the company must make assumptions
about possible future events and disclose the company's possible future actions in relation to
these events. The actual outcome may be different because predicted events do not always
occur as expected.
Responsibilities of the Group Sustainability Auditor
Our responsibility is to perform an assurance engagement to obtain limited assurance about
whether the group sustainability statement is free from material misstatement, whether due to
fraud or error, and to issue a limited assurance report that includes our opinion. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the decisions of users taken on the basis of
the group sustainability statement.
Compliance with the International Standard on Assurance Engagements (ISAE) 3000
(Revised) requires that we exercise professional judgment and maintain professional
skepticism throughout the engagement. We also:
●
statement, whether due to fraud or error, and obtain an understanding of internal
control relevant to the engagement in order to design assurance procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the parent company’s or the group’s internal control.
●
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.
Description of the Procedures That Have Been Performed
The procedures performed in a limited assurance engagement vary in nature and timing from,
and are less in extent than for, a reasonable assurance engagement. The nature, timing and
extent of assurance procedures selected depend on professional judgment, including the
assessment of risks of material misstatement, whether due to fraud or error. Consequently,
the level of assurance obtained in a limited assurance engagement is substantially lower than
the assurance that would have been obtained had a reasonable assurance engagement been
performed.
Our procedures included for ex. the following:
●
information included in the group sustainability statement.
●
related to the group sustainability reporting process.
●
process against the requirements of ESRS standards and the compliance of the
information provided for the double materiality assessment with ESRS standards.
●
the requirements of ESRS standards for material sustainability topics:
-
sustainability statement by comparing the information on a sample basis
with supporting company documentation.
-
related inquiries, recalculation and inspected documentation, as well as
tested data aggregation to assess the accuracy of the group sustainability
statement.
●
taxonomy-eligible and taxonomy-aligned economic activities and evaluate the
regulatory compliance of the information provided.
Helsinki 18.3.2025
Ernst & Young Oy
Authorized Sustainability Audit Firm
Juha Hilmola
Authorized Sustainability Auditor
| 184
BOOKS
AND
RECORDS
List of accounting books, receipt types and storage methods
Books and records
Storage method
General journal
Electronic archive
Nominal ledger
Electronic archive
Accounts receivable
Electronic archive
Accounts payable
Electronic archive
Payroll accounting
Electronic archive
Financial statements
Separately bound / noho.fi/en
Balance sheet specifications
Separately bound
Receipt type
Receipt numbering starts from
Manual entry
80000
Account receipts (TITO)
170000
Sales invoice sums
120001
Payments
70000
Purchase invoices
200000
Purchase invoice payments
40000
Kasperi receipts
160000
eAttest amortisation
150000
Allocation receipts
100001
External preliminary systems
300000
Receipt of notes to the accounts
LTT01
