@Roni_Peuranheimo voisitko välittää seuraavan kysymyssetin Tecnotreelle. Mieluusti annan heille mahdollisuuden perehtyä kysymyksiin etukäteen ja mahdollisuuden valmistella esityksensä siten, että näihin kysymyksiin saadaan vastaukset jo esityksessä eikä Q&A-osuudessa. Olen pyrkinyt esittämään kysymykset mahdollisimman rakentavassa muodossa ilman syytöksiä, mutta kuitenkin siten, että epäselvyyksiin pureudutaan.
Puolestani kuka hyvänsä saa esittää nämä kysymykset Q&A-osiossa, jos niihin ei saada vastauksia johdon presentaatiossa.
Tässä kysymyssetissä on ainoastaan kysymyksiä, joihin itse haluan vastauksia. Tämä ei ole siten tyhjentävä lista foorumilla esitetyistä kysymyksistä. Toivon siten kysymyslistaa täydennettävän asiallisesti. Mielestäni on siis tosiaan parempi, että Tecnotree saa kysymykset etukäteen.
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Topic 1. Background information: Annual report 2023, page 56: “Other receivables includes a sum of EUR 3m paid to certain vendors who have been providing software support to the company. This advance has been paid for ramping up of their production capabilities and will be adjusted against future invoices.”
Questions:
- Has this transaction been approved at a meeting of the company’s Board of Directors?
- Who are these suppliers and who are their real beneficiaries?
- What is the weighty reason for justifying the supplier’s lending with advance payments, and how has it been ensured that deliveries corresponding to the advance payments will take place?
- How long were the advances for?
Topic 2. Background information: Annual report 2023, page 56: “Company has made a payment of EUR 2m for acquiring the IP rights of some of the products of a third party company. These IP rights have been transferred to the company in January 2024. These IPs are in current use with our customers, we have future orders on these and hence special care was taken to protect these IPs.”
In Inderes interview 9.8.2024, CEO Padma Ravichander told that the third-party company is Pericius Tecnologies.
Spark Digital Wallet/Banking is mentioned on the products of Pericius, Tecnovos, and Ayshwarya Syndicate. Tecnotree launched its own Spark Digital Wallet product in 2021.
Questions:
- Has this transaction been approved at a meeting of the company’s Board of Directors?
- Who are actual beneficiaries of the seller?
- Why and in what role is Kartik Ravichander behind Pericius and any other related companies?
- Does the transaction involve debts or liabilities?
- Does the transaction include patents?
- Does the transaction include customer accounts?
- Are you going to book goodwill from this transaction?
- Is Tecnotree’s Spark Digital Wallet the same as those of the other companies mentioned?
- Does Tecnotree have all intellectual property rights to Spark Digital Wallet?
Topic 3. Background information: 2024 H1 report: “According to Tecnotree’s related parties include the subsidiaries, the members of the Board of Directors and the Management Board, the CEO and the close family members of the preceding persons, and those entities in which these people have control. Except for regularly paid salaries and fees as well as ordinary intra-group transactions, Tecnotree has not entered into any significant transactions with related parties during the review period.”
Annual report 2023, page 101: “Tecnotree monitors and assesses any transactions with its related parties and ensures that potential conflicts of interest are appropriately considered in the Company’s decision-making. The Company maintains a list of its related parties. The Company is responsible for determining and identifying the parties and transactions included in related party transactions. Certain related party transactions are published as required by the stock exchange rules. In 2023, Tecnotree did not have any material related party transactions that would not be in line with its regular business operations or market conditions.”
Questions:
- Does Tecnotree consider Kartik Ravichander as related party?
- Can you present the list of its related parties to shareholders?
- Have the interests of small owners been taken care of – that there has been no conflict of interest when doing business with a supposed related party?
Topic 4. Background information: Annual report 2023, page 56: “Current prepaid expenses and accrued income includes receivable amounting to EUR 10.6m related to sale of business assets. Tecnotree liquidated Tecnotree Convergence (Middle East) FZ-LLC during the financial year 2023. The company had receivables of EUR 15.6 million at the time of liquidation which was made contractually payable to Tecnotree as consideration for the sale, subject to receipt of payment from Tecnotree Convergence (Middle East) FZ-LLC’s end customers. Tecnotree was able to recover EUR 2 million from this transaction, however also realised exchange losses of EUR 3 million. The company at this time expects to receive the remaining recevable in Euro terms based on contractual indemnification provided to Tecnotree Convergence (Middle East) FZ-LLC. We intend to recover the entire consideration within calendar year 2024. Relying on contractual indemnification, the company at this time sees no requirement to provide for any further exchange losses.”
Questions:
- Has this transaction been approved at a meeting of the company’s Board of Directors?
- Who is the buyer and who are its real beneficiaries?
- What was the currency of the transaction?
- Why is the trade amount not hedged against currency loss?
- How much of the purchase amount has been paid now and how much do you expect to receive?
- Dehrekat Zindagi LLC, a subsidiary that existed in Iran in 2022, has left Tecnotree’s corporate structure. Were Dehrekat Zindagi LLC and Tecnotree Convergence (Middle East) FZ-LLC related?
Topic 5. Background information: Annual report 2023, page 35, Consolidated cash flow statement shows €2.0 million Investments on third party software. 2024 H1 report shows 1.1 Meur Investments on third party software.
Questions:
- What software has been purchased?
- Has Tecnotree obtained all IP rights to this software?
- From whom has this software been purchased and who are the real beneficiaries?
Topic 6. Background information: 2024 H1 Consolidated balance sheet shows €9.6 million Intangible assets – external.
Questions:
- Why are Intangible assets broken down into own development and external?
- What is recorded to external?
- Is Intangible assets – external subtracted from Subcontracting in Income statement?
Topic 7. Background information: Annual report 2023, page 49, Other operating income and expences shows €6.1 million Other expences during 2023 and €5.2 million during 2022.
Questions:
Other expenses are high in relation to the company’s turnover. Could you specify in more detail what costs have been paid and to whom?
Topic 8. Background information: Annual report 2023, page 49, Other operating income and expences shows €4.1 million Subcontracting during 2023 and €2.8 million during 2022.
Questions:
- Has Tecnotree ensured, through agreements with subcontractors during 2011-2024, that all intellectual property rights from/to the work performed by subcontractors are transferred to Tecnotree alone?
- Which country’s law has been stipulated in the above-mentioned agreements and where disputes have been ordered to be resolved?
Topic 9. Background information: 2023 financial statement release presentation: Order backlog from Existing ARR was €18.5 million and from New ARR was €39.5 million.
Questions:
- How many years of SaaS (ARR) contracts do you make?
- Does the customer pay monthly or yearly for SaaS?
- Does a SaaS contract count in the order backlog only for its agreed duration?
Topic 10. Background information: On 17 July 2023, the company successfully subscribed and allotted €43.1 million worth of CCDs. According to CCD terms, The Issuer shall keep a register of the Noteholders. The Noteholders’ register shall include the name of each Noteholder, the number of Notes held by the Noteholder, the date of payment of the subscription price and the date of the Conversion Notice.
Questions:
- Where can one see the register of Noteholders? Can you present this register to shareholders?
- Why was the solvency of the guarantors of the convertible bonds not ensured?
- Has Tecnotree brought an action for damages against Markku Wilenius for his insolvency? If not, why not?
- Why have convertible bond underwriters been granted a longer payment period than others?
- Is Fitzroy open to negotiating a sale of CCD’s to other shareholders?
- If yes, how would this change Tecnotree’s acquisition strategy?
Topic 11. According to newspaper Kauppalehti 29.8 .2024 Helsingin pörssiin listattu it-yhtiö on jatkuvasti kohujen kohteena, kurssi romahti foorumisyytösten takia – Mitä Tecnotreessa tapahtuu? | Kauppalehti Harri Koponen said, that Tecnotree has not had to write down its receivables. However, during years 2021 and 2022 Tecnotree booked €2.1 million and €1.9 million Impairment losses on receivables respectively.
Questions:
- Harri Koponen, could you please clarify your statement?
Topic 12. Background information: When Fitzroy agreed to invest €5 million in Tecnotree in 2018, thus preventing hostile takeover of Viking Acquisition, one condition was a majority of board seats. At Fitzroy’s suggestion, Jyoti Desai, Neil Macleod, Conrad Neil Phoenix, and Priyesh Ranjan were appointed to the board. Pentti Heikkinen, Harri Koponen and Christer Sumelius continued as old members of the Board of Directors. Fitzroy thus gained a majority in the 7-seat board. Since then, Fitzroy’s shares and votes has decreased to 18.03 % by 31/07/2024. Today, 3/5 of the Board members are originally appointed by Fitzroy, and these Board members and Johan Hammarén are dependent of owners holding in total 21.34% of the shares and votes in the Company.
Question:
- Is the current composition of the Board of Directors such that it can objectively promote the interests of the company without discriminating against the interests of the majority or minority of shareholders?
- Personal question for CEO Padma Ravichander: Would you be available if you are asked to become a member of Tecnotree’s Board of Directors?
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