Financial statements

and report on operations

2024

This financial review in PDF format is not an xHTML document in accordance with the ESEF (European Single Electronic Format) regulations.

Nurminen Logistics Plc I Financial statements 2024 1

Table of Contents

The Board’s Report on Operations 2

Consolidated statement of comprehensive income,

IFRS

Consolidated statement of financial position, IFRS 10

Consolidated cash flow statement, IFRS 11

Consolidated statement of changes in equity, IFRS 12

Notes to the consolidated financial statements,

IFRS

1. Accounting principles for the consolidated

financial statements

2. Net sales and accounting principles 20

3. Other operating income 20

4. Operating expenses 20

5. Employee benefit expenses 21

6. Depreciation, amortisation and impairment

losses

7. Financial income and expenses 21

8. Income taxes 22

9. Earnings per share 22

10. Subsidiaries and associates 23

11. Property, plant and equipment 24

12. Intangible assets 25

13. Leases 26

14. Carrying amounts of financial assets and

financial liabilities by category

15. Impairment of assets 28

16. Investments in equity-accounted investees 29

17. Non-current receivables 29

18. Deferred tax assets and liabilities 30

19. Trade and other receivables 31

20. Cash and cash equivalents 31

21. Information about equity 32

22. Share-based payments 33

23. Defined benefit pension plans 35

24. Interest-bearing liabilities 36

25. Trade payables and other liabilities 37

26. Financial risk management 37

27. Other leases 40

28. Contingencies and commitments 41

29. Related party transactions 41

30. Acquisitions and divested businesses 43

31. Legal proceedings 44

32. Events after the balance sheet date 44

Distribution of ownership 31 December 2024 45

Parent Company’s Income Statement 46

Parent Company’s Balance Sheet 46

Parent Company’s Cash Flow Statement 47

Notes to the Parent Company’s Financial

Statements

Accounting principles for the parent company’s

financial statements

Notes to the Parent Company’s Income Statement 49

Notes to the Parent Company’s Balance Sheet 50

Other Notes of the Parent Company 53

The Parent Company’s Notes Concerning

Personnel and Company Organs

Key figures for the parent company 54

The Board’s proposal for the distribution of profit,

signatures of the Board’s report on operations and

financial statements and auditor’s note

Auditor’s report 56

Independent auditor’s report on ESEF financial

statements

Table of Contents

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 2

Despite the challenging operating environment and geopolitical uncer-

tainties in 2024, we successfully continued to grow the international

railway business and improve profitability. We opened new container

train routes in Sweden and acquired the Swedish rail logistics company

Essinge Rail AB. The acquisition was part of our international growth

strategy, which focuses on customer-oriented rail transport.

The good growth prospects of our international railway business are

supported by our extensive and well-functioning service network as well

as the EU Corporate Sustainability Reporting Directive, which requires

companies to take action to reduce the Scope 3 emissions in their supply

chains in order to achieve climate targets.

Net sales for 2024, EUR 104.8 million, decreased by 18.1% year-on-year.

The decline in net sales was due to a security threat to the Suez Canal

that we announced in the summer, which resulted in the loss of significant

customer volume through the canal. Despite this, we were able to achieve

a strong result and improve our comparable relative profitability, with a

comparable net operating result of EUR 19.1 million, or 18.2% of net

sales. The comparable net result attributable to the equity holders of the

parent company improved significantly. Our good profitability is the result

of careful cost management, strong operational efficiency in the railway

business and adapting the entire Group’s operations to market condi-

tions.

In 2024, we laid the foundation for future growth by investing heavily in

the development of new international railway services and the partnership

network. In addition, we started the integration processes related to

acquisitions. Our successful financial performance is reflected in our

strong financial indicators: gearing excluding IFRS 16 items was 35.3%,

interest-bearing net liabilities relative to EBITDA excluding IFRS 16 items

was 0.59 and the equity ratio was 40.7%. In 2024, we achieved a high

return on equity of 30%.

The management and operating efficiency of our subsidiary, North Rail

Oy, are among those of the world’s leading railway operators when it

comes to measuring the locomotive utilisation rate, resource efficiency

and customer satisfaction. We can see that there is also growing demand

for this competence internationally.

In 2024, we also completed the licensing processes related to the deli-

veries of energy raw materials to the Finnish and Swedish markets, but

the financial targets set for the service have not yet been achieved.

The net sales for the fourth quarter of 2024 amounted to EUR 22.9 million

and the comparable net operating result was EUR 3.7 million. The railway

business developed positively during the financial period, but the Cargo

business was encumbered by the weak development of Finnish foreign

trade. The lack of customer volumes due to the shutdown of the Suez

Canal had a negative impact on the Baltic operations.

We are seeking growth especially in rail transport in the FMCG product

groups, where we believe that the delivery terms will change as large

retail chains move freight to rail transport to an increasing extent, acce-

lerated by the EU’s Corporate Sustainability Reporting Directive. The

company’s dependence on the development of the Finnish economy will

decrease and we will be able to join the clearly larger and stronger Swe-

dish market. We have also started rail transport from Gothenburg to

Haparanda and from there to Finland, which is important for the future of

Finnish exports and imports. This transport connection brings security of

supply and cost competitiveness to customers and safeguards security

of supply during exceptional times in Finland.

The company has a strong market position, unique railway expertise and

an extensive route network, strong customer understanding and efficient,

high-quality customer service. Our competitive advantages enable us to

further increase shareholder value and strengthen our market position.

Although the uncertainties related to the geopolitical situation and the

economy may have a negative impact on the development of our busi-

ness, we enter 2025 with a positive growth mindset.

I would like to warmly express my gratitude to our dedicated employees

for their excellent work input and thank our customers for their valuable

support and trust.

Market situation and future outlook

Nurminen Logistics estimates that the development of the logistics mar-

ket relevant to the Group will strengthen in 2025, and the measures taken

by the company and the operations consolidated in 2024 will facilitate

the positive development of the Group’s business in 2025.

We believe that the demand for rail freight will increase in the Group’s

target market, which is supported by the increase in the importance of

environmental values in decision-making driven by stricter regulation.

Falling interest rates and the improved availability of financing are sup-

porting customer demand for goods and capital goods, which, in its part,

supports the demand for Nurminen Logistics’ services.

Nurminen Logistics has maintained its ability to quickly start direct rail

transport between China and Finland to serve the Nordic and Central

European markets. There are clear signs of a growing need for the ser-

vice on the market, due to the significant competitive advantage it offers.

Nurminen Logistics is now strongly investing in railway services interna-

tionally, seeking clear growth. The Group’s long-term agreements with

several customers ensure stable profitability for the next few years.

Nurminen Logistics provides a completely new kind of customer insight

as a railway company, combining its terminal and multimodal expertise

with customer needs. A strong balance sheet structure and positive cash

flow enable organic growth projects and acquisitions.

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 3

Business review

We implemented our international growth strategy by acquiring Essinge

Rail AB in Sweden at the end of 2024. This made the company a signifi-

cant railway logistics operator in the growing freight traffic between Cent-

ral Europe and Sweden. In addition, we opened new container train

routes in Sweden from Umeå and Haparanda to Gothenburg to serve

Nordic and international industrial, technological and trade companies.

With the acquisition and the start of container train services in Sweden,

we are creating the foundation for future growth. Thanks to our extensive

clientele, strong expertise, European terminal network and available

wagon pool, we can quickly and capital-efficiently accelerate and scale

the growth of our business. With these investments, we are also enabling

the transport of significant volumes to a larger market area, and maintai-

ning the preparedness to start rail transport between the Nordic countries

and China in response to an identified need.

The low ebb of the Finnish economy was reflected in declining volumes

in the Cargo business. We responded to this by implementing efficiency

improvement measures in Finland. The results of these measures will

be reflected in improvements in the Cargo and Forwarding businesses,

as we expect the Finnish market to remain subdued at least in the early

part of 2025. In 2024, the cash flow from operating activities remained

strong at EUR 11.9 million.

We reorganised the Group’s balance sheet and raised new loans in the

amount of EUR 21.1 million, while repaying existing long-term loans in

the amount of EUR 17.3 million. The Group’s equity ratio remained good

at 40.7% (41.8%), net gearing was 71.7% (77.6%) and interest-bearing

net liabilities relative to EBITDA were 1.19. Return on equity was 30.0%

(66.5%).

Net sales and operating profit were lower than in 2023 due to geopolitical

challenges that affected operations in the Baltic countries and a slight

decline in the net sales of Cargo and Multimodal due to a decrease in

demand, which was attributable to the economic situation. Relative

comparable profitability improved.

The Railway business, which is the main focus area of Nurminen’s stra-

tegy, continued to grow strongly and profitably and now accounts for

one-third of the Group’s net sales.

In 2024, the net sales of the railway operations was EUR 34.1 million

(26.8) and the share of the Group’s net sales was 33% (21%).

The profitability of the Multimodal Forwarding business improved, and

its net sales amounted to EUR 6.5 million (9.8). The Multimodal Forwar-

ding business accounted for 6% (7%) of the Group’s net sales.

In the Cargo business, net sales and profitability declined and net sales

amounted to EUR 17.4 million (19.2). The Cargo business accounts for

17% (15%) of the Group’s net sales.

The net sales and profitability of the Baltic operations declined and net

sales were EUR 46.8 million (74.8). The Baltic operations account for

45% (57%) of the Group’s net sales.

Financial position and balance sheet

Cash flow from operating activities amounted to EUR +11.9 million.

January–June accounted for EUR +8.2 million and July–December for

EUR +3.6 million of the cash flow from operating activities. The change

in working capital had an impact of EUR -3.9 million on the cash flow from

operating activities. Cash flow from investments was EUR 3,2 million.

The cash flow from net investments was affected by the proceeds from

the divestment of Koy Satamakaari, investments in information systems

and digitalisation and payments related to acquired businesses.

Cash flow from financing activities was EUR -11.6 million, with the most

significant items being a total of EUR 21.1 million of proceeds from

non-current borrowings and EUR -17.3 million of repayment of non-cur-

rent borrowings.

At the end of the review period, cash and cash equivalents amounted to

EUR 16.3 million. Cash and cash equivalents attributable to the Baltic

operations amount to EUR 5.0 million.

The measurement of the assets in the financial statements is based on

the going concern assumption and market prices, and the assets do not

involve a risk of write-downs at the time of closing the accounts. The

Group management estimates that the cash flow will cover the current

business needs and liabilities for the next 12 months.

The Group’s interest-bearing debt excluding IFRS 16 liabilities amounted

to EUR 14.6 million. The liabilities according to IFRS 16 amounted to

EUR 15.0 million and relate to business premises leased by the compa-

ny’s business units.

The Group’s current interest-bearing liabilities of the Group, a total of

EUR 10.7 million, consist of a liability of EUR 5.0 million related to a

business acquisition, bank loans, and IFRS lease liabilities of EUR 2.6

million. Short-term financial liabilities include EUR 3.1 million of loans

taken from financial institutions and EUR 5.0 million of liabilities related

to the acquisition of Essinge Rail AB. Non-current interest-bearing liabi-

lities are EUR 35.1 million, EUR 20.0 million of which consists of long-

term debt and EUR 12.4 million is related to IFRS 16 lease liabilities.

Non-current financial liabilities amount to EUR 22.7 million, EUR 2.8

million of which relates to non-current purchase price debt for Essinge

Rail AB. Long-term loans include a loan of EUR 1.6 million taken out by

Nurminen Logistics Plc from Finnvera, a loan of EUR 2.2 million taken

out by Nurminen Logistics Plc from Ilmarinen, a loan of EUR 4.5 million

taken out by Nurminen Logistics Plc from Danske Bank and a loan of

EUR 12.0 million taken out by North Rail Oy from Hoplon Opportunities

Fund II SCSp.

The Group’s equity amounted to EUR 41.2 million at the end of the year,

while it was EUR 45.9 million at the end of the previous financial period.

The equity ratio remained at a good level at 40.7% (41.8%). The balance

sheet total was EUR 101.5 million (113.8).

Capital Expenditure

The Group’s gross capital expenditure during the review period amounted

to EUR 2.0 million (1.1), accounting for 1.9% (0.9%) of net sales. Dep-

reciation totalled EUR 5.4 million (EUR 5.3 million), or 5.2% (4.2%) of net

sales. Amortisation of right-of-use assets associated with IFRS 16

amounted to EUR 1.3 million (0.9) during the review period.

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 4

Group Structure

The Group comprises the parent company, Nurminen Logistics Plc, as

well as the following subsidiaries and associated companies, owned

directly or indirectly by the parent (ownership, %): Nurminen Logistics

Services Oy (100%), Nurminen Logistics Services AB (100%), Kiinteistö

Oy Kotkan Siikasaarentie 78 (100%), Kiinteistö Oy Luumäen Suoantti-

lantie 101 (100%), Kiinteistö Oy Vainikkalan Huolintatie 13 (100%), North

Rail Holding Oy (79.8%), North Rail Oy (79.8%), Pelkolan Terminaali Oy

(20%), OOO Nurminen Logistics (100%) (liquidation in progress), Nur-

minen Maritime Latvia SIA (51%), Nurminen Maritime UAB (51%)

Essinge Rail AB (100%), ILP Group Logistics Oy (100%).

Personnel and Management

At the end of the review period, the Group’s number of personnel stood

at 178, compared to 186 on 31 December 2023. The number of emplo-

yees working abroad was 43.

Personnel expenses in 2024 totalled EUR 13.2 million (EUR 13.6 million).

Joonas Louho, VP, Cargo & Development and ICT, left the company on

25 November 2024.

On 31 December 2024, the Management Team consisted of the following

members: Olli Pohjanvirta, President and CEO; Kai Simberg, CFO;

Marjut Linnajärvi, VP Sales and VP International Railway Operations;

Toni Mäkelä, CEO of North Rail Oy; and Suvi Kulmala, VP, Human

Resources.

Niklas Nordström was appointed CFO of Nurminen Logistics and a mem

ber of the Management Team as of 1 January 2025. Kai Simberg served

as the company’s CFO until 31 December 2024, after which he retired.

Management transactions

On 30 December 2024, Nurminen Logistics Plc announced President

and CEO and Board member Olli Pohjanvirta’s transfer notification con-

cerning 120,000 shares.

On 18 December 2024, Nurminen Logistics announced the transfer

notification of JN Uljas Oy, which is controlled by Board member Juha

Nurminen, concerning 314,202 shares.

On 18 December 2024, Nurminen Logistics announced Board member

Juha Nurminen’s transfer notification concerning 314,202 shares.

On 1 October 2024, Nurminen Logistics announced the transfer notifica-

tions of JN Uljas Oy, controlled by Board member Juha Nurminen, con-

cerning 370,874 shares.

On 1 October 2024, Nurminen Logistics announced Board member Juha

Nurminen’s transfer notification concerning 370,874 shares.

On 23 July 2024, Nurminen Logistics announced Board member Juha

Nurminen’s transfer notification concerning 14,218 shares.

On 23 July 2024, Nurminen Logistics announced Board member Erja

Sankari’s receipt notification concerning 14,218 shares.

On 23 July 2024, Nurminen Logistics announced President and CEO Olli

Pohjanvirta’s receipt notification concerning 14,219 shares.

On 23 July 2024, Nurminen Logistics announced Board member Karri

Koskela’s transfer notification concerning 14,218 shares.

On 23 July 2024, Nurminen Logistics announced Board member Irmeli

Rytkönen’s receipt notification concerning 28,436 shares.

On 26 June 2024, Nurminen Logistics announced the transfer notification

of JN Uljas Oy, controlled by Board member Juha Nurminen, concerning

188,235 shares.

On 26 June 2024, Nurminen Logistics announced Board member Juha

Nurminen’s acquisition notification concerning 188,235 shares.

On 27 February 2024, Nurminen Logistics announced the receipt of

42,194 shares by a related party of Board member Juha Nurminen.

On 8 January 2024, Nurminen Logistics announced Board member Juha

Nurminen’s transfer notification concerning 84,388 shares.

Flagging notifications

Nurminen Logistics did not receive any flagging notifications during the

financial year.

All notifications are disclosed as stock exchange releases and are

available on Nurminen Logistics’ website at www.nurminenlogistics.com.

Shares and shareholders

Nurminen Logistics Plc’s share has been quoted on the main list of Nas-

daq Helsinki Ltd under the current company name since 1 January 2008.

The total number of Nurminen Logistics Plc’s registered shares on 31

December 2024 was 78,213,164 and the registered share capital was

EUR 4,214,521. The company has one share class and all the shares

carry equal rights in the company. The company name was Kasola Plc

until 31 December 2007. The company was listed on the Helsinki Stock

Exchange in 1987.

Largest shareholders 31 December 2024

Number of

Pcs

% of shares

and votes

Suka Invest Oy 12,608,419 16.12

Ilmarinen Mutual Pension

Insurance Company 11,655,795 14.90

Nurminen Juha Matti 7,016,049 8.97

K. Hartwall Invest Oy Ab 6,462,585 8.26

Avant Tecno Oy 5,739,375 7.34

Railcap Oy 2,910,574 3.72

Verman Group Oy 2,524,297 3.23

JN Uljas Oy 1,843,083 2.36

Relander Pär-Gustaf 1,757,686 2.25

Pohjanvirta Olli Mikael 1,336,500 1.71

Ten largest

shareholders total 53,854,363 68.86

Nominee-registered 2,362,630 3.02

Others 21,996,171 28.12

Total 78,213,164 100

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 5

Shareholders by type 31 December 2024

Number of shares

Pcs

% of total

and votes

Private companies 36,177,541 47.7%

Financial and insurance

institutions 3,398,042 4.5%

Public sector organisations 11,655,795 15.4%

Households 24,379,759 32.1%

Non-profit organisations 1,932 0%

Foreign 237,465 0.3%

Nominee-registered 2,362,630

Total 78,213,164 100%

The trading volume of Nurminen Logistics Plc’s shares was 14,076,734

during the period from 1 January to 31 December 2024, representing

18.0% of the total number of shares. The value of the turnover was EUR

14,692,000. The lowest price during the period was EUR 0.77 per share

and the highest EUR 1.38 per share. The closing price for the period was

EUR 1.05 per share and the market value of the entire share capital was

EUR 82,124 thousand at the end of the period. At the end of the 2024,

the company had 6,738 shareholders. At the end of 2023, the company

had 5,585 shareholders.

At the end of 2024, the company held 0 of its own shares.

Dividend policy

On 25 September 2023, the company’s Board of Directors defined the

company’s long-term financial targets for 2023–2025. According to the

targets, Nurminen Logistics Plc aims to distribute an annually growing

dividend in euros.

Arrangements Related to Ownership and Exercise of

Voting Rights

No shareholder agreements related to holdings in Nurminen Logistics Plc

and the exercise of voting rights have been brought to the company’s atten-

tion with the exception of the announcement that was published in the stock

exchange release of 28 December 2008. According to the announcement,

the members of the Board of Directors and Executive Board have underta-

ken not to sell or otherwise transfer shares in John Nurminen Ltd owned by

them on this date and the company’s shares received as demerger consi-

deration in conjunction with the demerger of John Nurminen Ltd, without

prior written consent from the company’s Board of Directors.

Decisions made by the Annual General

Meeting of Shareholders

Nurminen Logistics Plc’s Annual General Meeting held on 17 April 2024

passed the following decisions:

Adoption of the annual accounts

and discharge from liability

The General Meeting confirmed the company’s financial statements,

reviewed the remuneration report of the governance bodies and dischar-

ged those accountable from liability for the financial year 1 January

2023−31 December 2023.

Payment of dividend

In accordance with the proposal by the Board of Directors, the General

Meeting decided that the profit from the financial period ending on 31

December 2023 will be transferred to retained earnings. In addition, the

General Meeting authorised the Board of Directors to decide at their disc-

retion on the repayment of equity from the reserve for invested unrestricted

equity, at most EUR 4,687,671, if the company’s financial position allows.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors is composed of

five members. The General Meeting re-elected the following members to

the Board of Directors: Irmeli Rytkönen, Olli Pohjanvirta, Juha Nurminen,

Erja Sankari and Karri Koskela.

The General Meeting resolved that, for the members of the Board elected

at the Annual General Meeting for the term expiring at the close of the Annual

General Meeting in 2025, the annual remuneration will be paid as follows:

annual remuneration of EUR 60,000 for the Chairman of the Board of Dire-

ctors and EUR 30,000 for the other members of the Board of Directors.

In addition, a meeting fee of EUR 1,500 per meeting for the Board and Board

Committee meetings is paid to the Chairman of the Board of Directors, and

EUR 1,000 to the other members of the Board per meeting of the Board and

Board Committee. Of the annual remuneration, 50 per cent will be paid in

Nurminen Logistics Plc’s shares and the rest in cash. A member of the Board

of Directors may not dispose of shares received as annual remuneration

before a period of three years has elapsed from receiving such shares.

Nurminen Logistics’ share price development

1 January 2024–31 December 2024

2 Jan 2024

2 Feb 2024

2 Mar 2024

2 Apr 2024

2 May 2024

2 Jun 2024

2 Jul 2024

2 Aug 2024

2 Sep 2024

2 Oct 2024

2 Dec 2024

2 Nov 2024

NLG1V OMX Helsinki Small Cap

1.4

1.2

1.0

0.8

0.6

0.4

0.2

According to the register of shareholders at 31 December 2024, the

Board of Directors (including ownership of controlled entities) held 18.1%

of Nurminen Logistics shares. In addition to CEO Olli Pohjanvirta, Marjut

Linnajärvi and Toni Mäkelä, from the company’s Management Team,

owned shares in the company on 31 December 2024.

Board of Directors

Number of

pcs

% of shares

and votes

Juha Nurminen 7,016,049 9.0

JN Uljas Oy 1,843,083 2.4

Total 8,859,132 11.3

Olli Pohjanvirta 1,336,500 1.7

Railcap Ltd 2,910,574 3.7

VGK Invest Oy 648,000 0.8

Total 4,895,074 6.3

Irmeli Rytkönen 251,611 0.3

Karri Koskela 61,689 0.1

Erja Sankari 61,689 0.1

Total 14,129,195 18.1

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 6

Authorising the Board of Directors to decide on the

issue of shares as well as the issuance of options

and other special rights entitling to shares

The Annual General Meeting authorised the Board to decide on the issue

of shares and/or special rights entitling to shares as referred to in chapter

10, section 1 of the Finnish Limited Liability Companies Act.

Based on the authorisation, the Board of Directors is entitled to issue or

transfer, either by one or several resolutions, shares and/or special rights

up to a maximum equivalent of 15,000,000 new shares so that aforesaid

shares and/or special rights could be used, for example, for the financing

of company and business acquisitions or for financing other business

arrangements and investments, for the expansion of the ownership struc-

ture, paying of remuneration of the Board members and/or for the creating

incentives for, or encouraging commitment in, personnel.

The authorisation entitles the Board of Directors to decide on the share

issue with or without payment. The authorisation for deciding on a share

issue without payment also includes the right to decide on the share issue

for the company itself, so that the authorisation may be used in such a way

that in total no more than one-tenth (1/10) of all shares in the company may

from time to time be held by the company and its subsidiaries.

The authorisation includes the Board of Director’s right to decide on all

other terms and conditions of the share issues and the issues of special

rights. The authorisation entitles the Board of Directors to decide on share

issues, issues of option rights and other special rights entitling to shares

in every way to the same extent as could be decided by the General Mee-

ting, including the Board of Director’s right to decide on directed share

issues and/or issue of special rights.

The authorisation remains valid until the end of the Annual General Meeting

of 2025, but no longer than until 30 June 2025. The authorisation revokes

any previous share issue authorisations currently valid.

Auditor

Ernst & Young Oy was elected auditor of the company for the term ending

at the close of the Annual General Meeting 2025.

Environmental Factors

Nurminen Logistics seeks environmentally friendly and efficient transport

solutions as part of the development of its services. Research shows that

the container train to China is the most ecological method of transporting

goods between China and Europe.

All services provided by the company in Finland are covered by a certified

environmental management system that meets the requirements of the

ISO 14001:2004 standard.

Long-term financial objectives

The company’s Board of Directors has defined the Group’s long-term

financial targets for 2023–2025 based on the Group’s updated strategy

confirmed in 2023: EBIT % over 13%, equity ratio over 40%, Gearing under

80%, net debt / EBITDA under 2 and growing euro-denominated dividends.

The economic goals for 2023–2025 have been defined taking into

account the sustainable growth of shareholder value. In addition, the

domestic and international growth prospects of the railway business in

Finland and readiness for acquisitions in Finland and abroad have been

taken into account.

Financial guidance 2025

The Group estimates that its net sales and comparable operating result

for 2025 will increase compared to 2024. The projected growth of net

sales and operating result is based on the growth of railway operations

in the Group’s market areas, the shipping of energy raw material, the

improved profitability of the Cargo business, and net sales derived from

the businesses consolidated during the financial year 2024.

Short-Term Risks And Uncertainties

The weakening of the European economy from the current situation, the

labour market disputes in Finland and the continuation of the war in Ukraine

may have a negative impact on the demand for the Group’s services and,

thereby, results. Should Finland’s, China’s or Sweden’s foreign trade

decrease further, it will have impacts on the demand for services. In the

railway business, food supply-related fertilisers critical to the world or

metals required for the green transition being subjected to sanctions would

have a negative impact on the railway business in the EU.

The Group does not see that risks related to climate change, such as

extreme weather events, would affect Nurminen Logistics’ business.

More detailed information about the risk information of the Group can be

found on the Investors page on Nurminen Logistics’ website at https://

www.nurminenlogistics.com/investors/.

Events After the Financial Year

Nurminen Logistics announced on January 9, 2025, a directed share

issue in which 2,339,756 new shares were registered in the trade regis-

ter and issued to the sellers of Essinge Rail Ab as part of the purchase

price payment. After the registration of the new shares, the total number

of the Company’s shares is 80,552,920.

No other significant events occurred after the financial year.

Board of Directors’ proposal for profit distribution

On 31 December 2024, the parent company’s distributable equity is EUR

33,345,927.62, of which the profit for the period amounted to EUR

5,815,713.27.

The Board of Directors proposes to the Annual General Meeting repayment

of equity from the reserve for invested unrestricted equity, at most EUR

0.06 per each outstanding share. In addition, the Board of Directors pro-

poses that the Annual General Meeting authorise the Board of Directors

to decide on the date of payment and the final amount of the capital repay-

ment.

The remaining distributable assets will be retained in unrestricted equity.

Corporate Governance Statement

The Corporate Governance Statement of Nurminen Logistics Plc will be

published on 13 March 2025 on the company’s website at https://nurmi-

nenlogistics.com/investors/.

Board and Audit Committee Meetings

The Board of Directors convened 18 times in 2024. The Audit Committee

had five meetings.

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 7

Bridge calculation of comparable operating profit

EUR 1,000 1–12/2024 1–12/2023

Operating profit 19,293 33,091

Non-recurring expenses related to containers and wagons 1,016 210

Impairment losses due to the end of the legal proceedings related to the property in Luumäki 117

Personnel-related restructuring costs 282 153

Non-recurring expenses related to M&A transactions 422 297

Proceeds from the sale of Kiinteistöosakeyhtiö Satamakaari 24 -2,033

Gain from the bargain purchase of ILP Group Logistics Oy -40

Revenue recognition of the advantageous North Rail Oy transaction -12,269

Comparable adjusted operating profit 19,057 21,482

Comparable adjusted operating profit is an alternative performance measure referred to by the European Securities and Markets Authority

(ESMA).

Group’s key figures

2022 2023 2024

Net sales, EUR 1,000 122,511 127,951 104,766

Change in net sales, % -13.3% 4.4% -18.1%

Operating result (EBIT) EUR 1,000 3,408 33,091 19,293

% of net sales 2.8% 25.9% 18.4%

Result before taxes, EUR 1,000 1,925 29,342 16,211

% of net sales 1.6% 22.9% 15.5%

Result for the financial year, EUR 1,000 1,472 23,273 13,070

% of net sales 1.2% 18.2% 12.5%

Return on equity (ROE), % 5.9% 66.5% 30.0%

Return on investment (ROI), % 6.9% 42.8% 21.4%

Equity ratio, % 34.7% 41.8% 40.7%

Gearing, % 119.8% 77.6% 71.7%

Gearing % excluding IFRS 16 80.0% 56.5% 35.3%

Interest-bearing net debt, EUR 1,000 28,928 35,599 29,526

Interest-bearing net debt excluding IFRS 16, EUR 1,000 19,431 25,989 14,563

Interest-bearing net debt/EBITDA (12-month, rolling) 4.65 0.93 1.19

Gross investment on fixed assets, EUR 1,000 422 1,121 1,995

% of net sales 0.3% 0.9% 1.9%

Balance sheet total, EUR 1,000 69,678 113,771 101,546

Average number of employees 141 196 178

Wages and salaries paid, EUR 1,000 8,262 13,571 13,218

Share key figures

Earnings per share (EPS), EUR, undiluted -0.01 0.18 0.09

Earnings per share (EPS), EUR, diluted -0.01 0.18 0.09

Equity per share, EUR 0.17 0.35 0.42

Dividend per share, EUR 0.00 0.00* 0.00*

Dividend to earnings ratio, % 0.0% 0.0% 0.0%

Effective dividend yield, % 0.0% 0.0% 0.0%

Repayment of equity per share, EUR 0.00 0.00 0.06

Price per earnings (P/E) -60 -60 11.67

Number of shares adjusted for share issue (diluted), weighted average 77,961,285 78,076,485 78,165,952

Number of shares adjusted for share issue (diluted), at end of financial year 78,036,392 78,127,855 78,213,164

Number of shares adjusted for share issue (undiluted), weighted average 77,863,691 78,076,485 78,165,952

Number of shares adjusted for share issue (undiluted), at end of financial year 78,036,392 78,127,855 78,213,164

* The Board of Directors proposes to the Annual General Meeting repayment of equity from the reserve for invested unrestricted equity, at

most EUR 0.06 per each outstanding share.

Share price development

– highest price

2.07 1.26 1.38

– lowest price

0.56 0.60 0.77

– average price

0.99 0.91 1.02

– closing share price at balance sheet date

0.60 1.26 1.05

Market capitalisation, MEUR 46.9 98.1 82.1

Number of shares traded 11,002,725 12,770,526 14,076,734

Shares traded, % of total number of shares 14.1% 16.3% 18.0%

Number of shareholders 4,791 5,585 6,738

The Board’s Report on Operations

Nurminen Logistics Plc I Financial statements 2024 8

Calculation of key figures

Return on equity (%) =

Result for the period

×100

Equity (average of beginning and end of financial year)

Capital employed = Balance sheet total – non-interest-bearing liabilities

Return on capital employed (%) =

Result for the year before taxes + interests

and other financial expenses

×100

Capital employed (average of beginning and end of financial year)

Equity ratio (%) =

Equity

×100

Balance sheet total – advances received

Gearing (%) =

Interest-bearing liabilities – cash and cash equivalents

×100

Equity

Gearing (%) excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS

16 - cash and cash equivalents

×100

Equity excluding IFRS 16 effect on equity

(depreciation, rental expense and interest expense)

Interest-bearing net debt =

Interest-bearing liabilities – long-term interest bearing

receivables – cash and cash equivalents

Interest-bearing net debt excluding IFRS 16 =

Interest-bearing liabilities excluding IFRS 16 – long-term

interest bearing receivables – cash and cash equivalents

Interest-bearing net debt /

EBITDA (12 months, rolling) =

Interest bearing debt – cash and cash equivalents

EBITDA (12 months, rolling)

Earnings per share (EPS) =

Result attributable to equity holders of the parent company

Weighted average number of outstanding ordinary shares

Equity/share =

Equity attributable to equity holders of the parent company

Undiluted number of shares outstanding

at the end of the financial year

Dividend to earnings ratio, % =

Dividend per share

×100

Earnings per share

Effective dividend yield, % =

Dividend per share

×100

Adjusted share price at the end of the financial year

Price per earnings (P/E) =

Share price at the end of the financial year

Earnings per share

Dividend per share =

Dividend payable for the period

Share-issue adjusted number of shares – own shares

Consolidated financial statements

Nurminen Logistics I Nurminen Logistics Plc Financial statements 2024 9

Consolidated statement of comprehensive income, IFRS

EUR, 1,000	Note	1 Jan–31 Dec 2024	1 Jan–31 Dec 2023
NET SALES	2	104,766	127,951
Other operating income	3	2,160	12,505
Use of materials and supplies	4	-59,322	-79,506
Employee benefit expenses	5	-13,218	-13,571
Depreciation, amortisation and impairment losses	6	-5,420	-5,341
Other operating expenses	4	-9,673	-8,947
OPERATING RESULT		19,293	33,091
Financial income	7	654	427
Financial expenses	7	-3,649	-4,170
Share of profit of equity-accounted investees	16	-87	-5
Total financial income and expenses and share of profit of equity-accounted investees		-3,082	-3,749
RESULT BEFORE INCOME TAX		16,21 1	29,342
Income taxes	8	-3,140	-6,069
RESULT FOR THE PERIOD		13,070	23,273

OTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified
to profit or loss in subsequent periods
Re-measurement of defined benefit schemes	23	4	-28
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Translation differences		67	-12
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		13,141	23,233
Result attributable to Equity holders of the parent company		7,100	14,329
Non-controlling interest		5,970	8,944
Total comprehensive income attributable to Equity holders of the parent company		7,171	14,289
Non-controlling interest		5,970	8,944
Earnings per share calculated from result attributable to equity holders of the parent company
Earnings per share, undiluted, EUR	9	0.09	0.18
Earnings per share, diluted, EUR	9	0.09	0.18

Consolidated financial statements

Nurminen Logistics I Nurminen Logistics Plc Financial statements 2024 10

Consolidated statement of financial position, IFRS

EUR, 1,000	Note	31 December 2024	31 December 2023
ASSETS
Non-current assets
Property, plant and equipment	11	36,329	67,983
Right-of-use assets	11,13	14,678	9,171
Goodwill	12,15	7,356	899
Other intangible assets	12	6,192	1,275
Investments in equity-accounted investees	16	84	171
Non-current receivables	17	71	996
Deferred tax assets	18	5,422	7,471
Non-current assets		70,131	87,966
Current assets
Inventories		1,146	1,094
Trade and other receivables	19	12,861	1 1,897
Income tax receivables		1,1 10	-
Cash and cash equivalents	20	16,297	12,814
Current assets		31,414	25,805
TOTAL ASSETS		101,546	1 13,771
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent company	21
Share capital		4,215	4,215
Share premium reserve		86	86
Legal reserve		2,376	2,376
Reserve for invested unrestricted equity		33,174	35,591
Translation differences		49	-18
Retained earnings		-7,345	-14,752
Equity attributable to equity holders of the parent company		32,555	27,498
Non-controlling interests	10	8,598	18,395
Total equity		41,153	45,894
LIABILITIES
Non-current liabilities
Deferred tax liabilities	18	1,633	2,790
Other liabilities	23	23	54
Financial liabilities	24,30	22,739	18,172
Lease liabilities	13,25	12,374	9,001
Non-current liabilities		36,770	30,017
Current liabilities
Income tax payables		1,164	106
Financial liabilities	24,30	8,122	20,631
Lease liabilities	13,25	2,589	609
Trade payables and other liabilities	25	1 1,748	16,514
Current liabilities, total		23,623	37,860
Liabilities, total		60,393	67,877
EQUITY AND LIABILITIES, TOTAL		101,546	1 13,771

Consolidated financial statements

Nurminen Logistics I Nurminen Logistics Plc Financial statements 2024 11

Consolidated cash flow statement, IFRS

EUR, 1,000	Note	1 Jan–31 Dec 2024	1 Jan–31 Dec 2023
Cash flow from operating activities
PROFIT/LOSS FOR THE FINANCIAL PERIOD		13,070	23,273
Adjustments:
Depreciation, amortisation and impairment losses	6	5,420	5,341
Unrealised foreign exchange gains (-) and losses (+)		-33	2
Other income (-) and expenses (+), non cash		-1,858	-12,151
Adjustments to financial income (–) or expenses (+)	7	2,995	3,743
Adjustments to income tax expense	8	3,140	6,069
Other adjustments		87	-
Cash flow before changes in working capital		22,822	26,277
Changes in working capital:
Increase (-) / decrease (+) in inventories		-52	208
Increase (-) / decrease (+) in non-interest bearing current receivables		2,860	-1,1 18
Increase (+) / decrease (-) in non-interest bearing current payables		-6,736	4,678
Net cash from operating activities before financial items and taxes		18,895	30,045
Interest paid		-3,363	-3,213
Interest received		67	39
Other financial items		-481	-234
Income taxes paid		-3,250	-1,264
Cash flow from operating activities		1 1,868	25,373
Cash flow from investing activities
Purchases of property, plant and equipment and intangible assets		-1,981	-1,121
Acquisitions of subsidiaries, net of cash acquired	30	-6,553	4,247
Disposal of a subsidiary, net of cash disposed of	30	10,801	-
Purchase of / proceeds from other investments		975	-616
Cash flow from investing activities		3,242	2,510
Cash flow from financing activities
Change in credit limit		-2,652	2,187
Proceeds from non-current borrowings		21,132	15,000
Repayment of non-current borrowings		-17,343	-35,985
Repayment of equity		-4,691	-
Repayment of lease liabilities		-1,159	-791
Dividends paid / repayments of equity to minority shareholders		-6,927	-2,609
Business transactions with non-controlling interests		0	1,000
Cash flow from financing activities		-1 1,639	-21,199
Change in cash and cash equivalents		3,471	6,684
Cash and cash equivalents at the beginning of the year		12,814	6,141
Net increase/decrease in cash and cash equivalent		3,471	6,684
Translation differences of net increase/decrease in cash and cash equivalents		12	-10
Cash and cash equivalents at the end of the period		16,297	12,814

Consolidated financial statements

Nurminen Logistics I Nurminen Logistics Plc Financial statements 2024 12

Consolidated statement of changes in equity, IFRS

						Equity attributable to equity
				holders of the parent company
EUR, 1,000		Share	Share		Reserve for
			pre-		invested	Transla-			Non-
		capi-	mium	Legal	unrestricted	tion dif-	Retained		controlling
1–12/2024	Note	tal	reserve	reserve	equity	ferences	earnings	Total	interest	Total equity
Equity on 1 Jan 2024		4,215	86	2,376	35,591	-18	-14,752	27,498	18,395	45,894
Comprehensive income
Result for the period							7,100	7,100	5,970	13,070
Other comprehensive income
Re-measurement of defined benefit schemes	23						4	4		4
Translation difference						67		67		67
Total comprehensive income for the period						67	7,104	7,171	5,970	13,141
Business transactions
with shareholders
Repayment of equity					-4,691			-4,691		-4,691
Share remuneration	22						303	303		303
Issue of shares as consideration for a business combination	30				2,274			2,274		2,274
Disposal of a subsidiary	30								-8,841	-8,841
Dividend distribution	10								-6,927	-6,927
Total business transactions
with shareholders					-2,417		303	-2,1 14	-15,768	-17,882
Equity on 31 Dec 2024		4,215	86	2,376	33,174	49	-7,345	32,555	8,598	41,153
				Equity attributable to equity
					holders of the parent company
EUR, 1,000		Share	Share		Reserve for
			pre-		invested	Transla-			Non-
		capi-	mium	Legal	unrestricted	tion dif-	Retained		controlling
1–12/2023	Note	tal	reserve	reserve	equity	ferences	earnings	Total	interest	Total equity
Equity on 1 Jan 2023		4,215	86	2,376	35,591	-6	-29,368	12,894	1 1,253	24,147
Comprehensive income
Result for the period							14,329	14,329	8,944	23,273
Other comprehensive income
Re-measurement of defined benefit schemes	23						-28	-28		-28
Translation differences						-12		-12		-12
Total comprehensive income for the period						-12	14,301	14,289	8,944	23,233
Business transactions
with shareholders
Share remuneration	22						124	124		124
Other changes							191	191	808	999
Dividend distribution	10								-2,609	-2,609
Total business transactions
with shareholders							315	315	-1,801	-1,487
Equity on 31 Dec 2023		4,215	86	2,376	35,591	-18	-14,752	27,498	18,395	45,894

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 13

Notes to the consolidated financial statements, IFRS

1. Accounting principles for the consolidated financial

statements

Basic information about the Group

The business idea of Nurminen Logistics is to provide and produce high-

quality and customer competitiveness increasing logistics services in

Finland and regular international railway line services. The Group’s parent

company is Nurminen Logistics Plc. The parent company’ is domiciled

in Helsinki, Finland, and its registered address is Satamakaari 24, 00980

Helsinki, Finland. The parent company is listed on NASDAQ OMX Hel-

sinki Stock Exchange.

Copies of the consolidated financial statements are available on the

internet at www.nurminenlogistics.com. The consolidated financial sta-

tements were authorised for issue by the Board of Directors on 12 March

2025. According to the Finnish Limited Liability Companies Act, share-

holders have the right to approve or reject the financial statements in the

Annual General Meeting held after the publication of the financial state-

ments. The Annual General Meeting also has the right to decide to amend

the financial statements.

Basis of preparation

The consolidated financial statements have been prepared in accordance

with International Financial Reporting Standards (IFRS) approved in

European Union, in accordance with the IAS and IFRS standards and

SIC and IFRIC interpretations effective on 31 December 2024. Interna-

tional Financial Reporting Standards are standards and interpretations

adopted for application in the European Union in accordance with the

procedure laid down in regulation (EC) No 1606/2002 of the European

Parliament and Council. The notes to the consolidated financial state-

ments are also in accordance with the Finnish legislation on accounting

and entities complementing the IFRS.

The consolidated financial statements are prepared for the calendar year,

which is also the financial year of the parent company and Group com-

panies.

The consolidated financial statements have been prepared on the histo-

rical cost basis except for the financial assets and financial liabilities

measured at fair value through profit or loss.

The financial statements are presented in thousands of euro and the

figures are rounded off to the nearest thousand, so the sum of individually

presented figures can deviate from the disclosed sums.

Application of new and revised IFRS standards

The Group has applied the following amendments as of 1 January 2024:

• Amendments to IAS 1 – Classification of Liabilities as Current or

Non-current, effective from 1 January 2024. The amendments clarified

how an entity classifies debt and other financial liabilities as current or

non-current by clarifying, for example, what the right to postpone settling

the debt at the end of the reporting period if it meets the defined conditions

on the reporting date means. The probability of the Group exercising its

right to postpone does not affect the classification of a liability as current

or non-current, effective from 1 January 2024. The amendments were

applied retrospectively and had no effect on the consolidated financial

statements.

Other new or revised standards or interpretations or annual improve-

ments to standards which became effective for the reporting period that

begun on 1 January 2024 did not have a significant impact on the con-

solidated financial statements of Nurminen Logistics.

Principles of Consolidation

Subsidiaries

The consolidated financial statements include the financial statements

of Nurminen Logistics Plc and those of all its subsidiaries. The subsidia-

ries are entities controlled by the parent company. Nurminen Logistics

Plc controls an investee when it is exposed, or has rights, to variable

returns from its involvement with the investee and can affect those returns

through its power over the investee. Subsidiaries acquired are included

in the consolidated financial statements from the acquisition date that

control commences until the date that control ceases.

Acquired subsidiaries are accounted for by using the acquisition method.

The consideration transferred, identifiable assets and liabilities assumed

of the acquired entity and are measured at their fair values at the acqui-

sition date. Goodwill arising on an acquisition is recognised as the excess

of the aggregate of the consideration transferred, the amount of any

non-controlling interests and previously held equity interests in the acqui-

ree, over the Group’s share of the fair value of the net assets acquired at

the acquisition date.

The consideration transferred includes any assets transferred by the

acquirer, liabilities incurred by the acquirer to former owners of the acqui-

ree and the equity interests issued by the acquirer, measured at fair value.

Any contingent consideration related to the business combination is

measured at fair value at the acquisition date and it is classified as either

liability or equity. Contingent consideration classified as liability is

remeasured at its fair value at each balance sheet date and the subse-

quent changes to fair value are recognised in profit or loss. Contingent

consideration classified as equity is not subsequently remeasured. The

consideration transferred does not include any transactions accounted

for separately from the acquisition, which are treated in conjunction with

the acquisition in profit or loss. All acquisition-related costs, with the

exception for costs to issue debt or equity securities, are expensed in the

periods in which costs are incurred and services rendered.

All intra-group transactions, receivables and liabilities as well as unrea-

lised gains and profit distribution are eliminated in the consolidation.

Non-controlling interests are presented as a separate item under equity.

Non-controlling interests

Any non-controlling interest in the acquiree is measured on an acquisi-

tion-by-acquisition basis, either at fair value or at the non-controlling

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 14

interest’s proportionate share of the acquiree’s identifiable net assets.

Changes in the parent company’s ownership interest in a subsidiary are

accounted for as equity transactions if the parent company retains cont-

rol over the subsidiary.

The result for the financial year and items recognised in other compre-

hensive income are allocated to the equity holders of the parent company

and non-controlling interests. Total comprehensive income is allocated

to the equity holders of the parent company and non-controlling interests,

even if that results in a deficit balance, unless non-controlling interests

have an exemption not to meet obligations which exceed non-controlling

interests’ investment. Equity attributable to the non-controlling interest is

presented separately under equity in the consolidated balance sheet.

Associates

Associates are companies in which the Group has significant influence.

Significant influence generally arises when the Group holds 20 to 50 per

cent of a company’s voting power or the Group otherwise has significant

influence but not power to govern the financial and operating policies of

an entity. Associates are consolidated using the equity method. When

the Group’s share of an associate’s losses exceeds the carrying amount

of the interest, the interest is recognised at zero value in the balance

sheet and recognition of further losses is discontinued, except to the

extent that the Group has committed to settle the associate’s obligations.

Investment in an associate includes goodwill arisen on acquisition.

Unrealised gains resulting from transactions between the Group and the

associate are eliminated to the extent of the interest in the associate. The

Group’s share of an associate’s result for the financial year is disclosed

separately after financial items in the consolidated statement of comp-

rehensive income.

Foreign Currency Transactions

Items included in the financial statements of each subsidiary in the Group

are determined using the currency reflecting the primary economic envi-

ronment of that subsidiary (“the functional currency”). The consolidated

financial statements are prepared in euro which is the functional and

presentation currency of the parent company and the presentation cur-

rency of the consolidated financial statements.

Foreign currency transactions of the Group companies are translated

into functional currencies using the exchange rates prevailing at the

transaction date. Monetary assets and liabilities denominated in foreign

currency are translated using the balance sheet date exchange rates and

non-monetary assets and liabilities that are measured at historical cost

are translated using the transaction date exchange rates. Gains and

losses arising from the translation are recognised in the consolidated

statement of comprehensive income.

In the preparation of consolidated financial statements, income and

expenses for the income statements and for the statements of compre-

hensive income of those foreign Group companies whose functional

currency is not euro, are translated into euro by using the average

exchange rate for the financial year and the balance sheets are translated

at the exchange rate at the balance sheet date. Translation differences

arising from such translation are recognised in equity. Retranslating the

result and the total comprehensive income for the financial year using

different exchange rates for the statement of comprehensive income and

for the balance sheet causes a translation difference recognised in

Group’s equity, the change in this translation difference is recognised

under other comprehensive income. Respectively, foreign currency dif-

ferences arising from the elimination of the costs of foreign subsidiaries,

and from the retranslation of post-combination equity components in

subsequent periods, are recognised in other comprehensive income.

When a foreign operation is sold or is otherwise disposed of, in part or in

full, the accumulated foreign currency differences are recognised in the

statement of comprehensive income as part of the gain or loss on sale

for the disposed part.

Property, plant and equipment

Items of property, plant and equipment are carried at historical cost less

accumulated depreciation and impairment losses. The cost includes all

expenditure directly attributable to the acquisition of the asset. The bor-

rowing costs directly attributable to the acquisition or construction of an

asset that necessarily takes a substantial period to get ready for its

intended use or sale, are capitalised as part of the carrying amount of the

asset. Subsequent costs are recognised in the carrying amount of the

item only if it is probable that future economic benefits associated with

the asset will flow to the Group and its cost can be measured reliably.

Other repair and maintenance costs are expensed as incurred.

Property, plant and equipment are depreciated using the straight-line

method over their estimated useful lives, which are the following:

Buildings 30–40 years

Transport equipment 5–8 years

Machinery and equipment 3–10 years

Locomotives 30 years

Locomotive parts 5–12 years

ICT equipment 3 years

Software 5–10 years

Land is not depreciated.

Recognition of depreciation on an item of property, plant and equipment

is discontinued when the item is classified as held for sale in accordance

with IFRS 5 standard. Non-current assets held for sale are measured at

the lower of carrying amount and fair value less costs to sell. Gains and

losses on the disposal of assets are reported as the difference between

selling price and carrying amount, and the gains and losses are included

in other operating income and expenses in the income statement.

Useful lives and residual values are reviewed at every balance sheet

date. Changes in the future economic benefits to be received from the

items of property, plant and equipment are accounted for by adjusting

the useful lives and residual values of the items in question. Gains and

losses arising from sale and disposal of property, plant and equipment

are included in other operating income or in other operating expenses.

Intangible assets

Goodwill

Goodwill arising on business combinations is recognised as the excess

of the aggregate of the consideration transferred, the amount of non-cont-

rolling interest in the acquiree and the value of any previously held equity

interest over the fair value of the acquired net assets.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 15

Goodwill is not amortised but it is tested at least annually for impairment.

Goodwill is carried at historical cost less accumulated impairment losses.

Research and development costs

Research costs are expensed in the financial year in which they are

incurred. Development costs are capitalised when certain criteria are

met.

Other intangible assets

An intangible asset is recognised in the balance sheet only if its cost can

be measured reliably and it is probable that the expected future economic

benefits that are attributable to the asset will flow to the Group.

An intangible asset is measured at historical cost less amortisation and

any impairment losses. Group’s intangible assets include mainly IT

software which is amortised on a straight-line basis over 5 to 7 years.

Impairment of Intangible Assets and Property, Plant

and Equipment

The Group assesses, at every balance sheet date, if there are any indi-

cations of impairment of property, plant and equipment or intangible

assets. In case such indications exist, the asset’s recoverable amount is

estimated. If the carrying amount of an asset exceeds its recoverable

amount, the impairment loss is recognised in the income statement. The

recoverable amount of an asset is the higher of its fair value less costs

to sell and its value in use.

As to goodwill, the recoverable amount is estimated at least annually

irrespective of whether indications of impairment exist. Impairment is

assessed at a cash-generating unit level, i.e. at the lowest level for which

there are separately identifiable, mainly independent cash flows. In

impairment testing of goodwill, the recoverable amount is based on value

in use, i.e. on the estimated discounted future net cash flows.

At the recognition of the impairment loss the asset’s useful life is re-es-

timated. The recognised impairment loss is reversed if the estimates used

to determine the asset’s recoverable amount have changed. The rever-

sal of the impairment loss shall not exceed the carrying amount that would

have been determined had no impairment loss been recognised for the

asset. An impairment loss on goodwill is never reversed.

Application of IFRS 9

Impairment policies are based on expected credit loss models. Impair-

ment models apply to cash and cash equivalents, such as rental, sales

and factoring receivables and loan receivables.

Financial instruments

Financial assets

Financial assets of Nurminen Logistics are classified according to IFRS

9 into the following categories: financial assets at amortised cost and

financial assets at fair value through profit or loss. The classification of

financial assets is made at initial recognition of financial assets and is

based on the business model applied by the company for the holding of

financial assets and the nature of contractual cash flows.

Measurement of a financial asset at amortised cost requires the contrac

tual cash flows to consist solely of interest and the repayment of principal

(the so-called SPPI criterion). Compliance with the SPPI criterion is

assessed on a per-instrument basis. If the SPPI criterion is not met,

financial assets are measured at fair value through profit or loss.

Financial assets are classified as current assets if they have a maturity

of less than 12 months and are expected to be disposed of within 12

months. Otherwise, the item is presented as non-current assets. Tran-

saction costs are included in the original carrying amount of the financial

assets in the case of an item measured at amortised cost. Purchases

and sales of financial instruments are recognised on the settlement date.

The fair values of financial instruments are determined using discounted

cash flows.

Financial assets at amortised cost

An item of financial assets is measured at amortised cost if the business

model requires the collection of fixed or predetermined cash flows. They

consist of repayments of capital and interest on capital and arise when

the Group provides loans or provides products and services directly to

debtors. If an item of financial assets does not meet the above conditions,

it is measured at fair value. The Group typically recognises rental, facto-

ring and trade receivables as well as loan receivables at amortised cost.

Credit risk assessment of financial assets

In accordance with IFRS 9, Nurminen Logistics recognises expected

credit losses on cash classified at amortised cost. According to this model,

expected loan losses based on an individual counterparty default risk

assessment. The Group uses a simplified method for recognising credit

losses permitted by the standard, in which case the Group recognises

the expected credit loss over the life of the contract. The change in

expected credit losses recorded at each reporting date reflects the

change in the credit risk of the financial assets from the initial recognition.

A credit loss transaction is no longer required to record a credit loss.

Recognising the amount of expected credit loss and a proactive provision

for impairment is based on the management’s best estimate of future

credit losses. Customer receivables and the related credit loss risk are

actively monitored by the company, and decisions on measures to secure

the receivables are made, if necessary. When the amount of provision

for credit loss is estimated on a case-by-case basis, any collateral or

insurance, the customer’s financial position and previous payment beha-

viour are taken into consideration.

Financial assets are derecognised when the Group loses its contractual

right to receive cash flows or when it has transferred a significant part of

the risks and rewards of ownership. An impairment loss is recognised

immediately in profit or loss, depending on the item, either in other ope-

rating expenses or in financial items.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and bank accounts

as well as highly liquid investments with original maturities of three mon

ths or less at the acquisition date.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 16

Financial liabilities

The financial liabilities of Nurminen Logistics are classified to the following

categories: financial liabilities at fair value through profit or loss and

financial liabilities measured at amortised cost (other financial liabilities).

The former category includes derivatives entered into by the Group, to

which hedge accounting is not applied and that are not financial guaran-

tee contracts. They are classified as held-for-trading instruments. The

financial liabilities in this category are initially measured at fair value and

are subsequently re-measured at their fair values. Gains and losses

arising from derivatives’ fair value changes, both unrealised and realised,

are recognised in profit or loss in the period in which they occur. Fair

values are determined by discounting the instruments’ cash flows.

Other financial liabilities are measured at fair value upon initial recogni-

tion. Transaction costs are included in the original carrying amount.

Subsequently other financial liabilities are measured at amortised cost

using the effective interest rate method.

A financial liability is classified as current if the Group does not have an

unconditional right to defer settlement of the liability for at least 12 mon-

ths after the end of the reporting period. A financial liability (or part of the

liability) is not derecognised until the liability has ceased to exist, that is,

when the obligation identified in a contract has been fulfilled or cancelled

or is no longer effective.

Revenue recognition principles

– adaptation of IFRS 15

The company’s revenue consists mainly of forwarding services, railway

transport and terminal services. The company also receives income from

short- and long-term warehousing services. Revenue is recognised as

goods are assigned to customer or service is concluded: as performance

obligations are met and customer obtains the goods or services within

the performance obligation. Revenue is recognised with the same price

that the company expects to be entitled to, with sales taxes and other

possible compensations deducted from the price. The prices for compa-

ny’s services are fixed and generally contain no variable components.

The Baltic subsidiaries act as freight brokers, and net sales are recogni-

sed when the performance obligation has been fulfilled, i.e. the services

have been performed.

Revenue recognition principles have been described below:

Railway services

The company provides international railway transport services with

various types of wagons in which the goods are delivered to destination.

The contract price of trains or containers en route at the end of the repor-

ting period is recognised as revenue over time, corresponding to the time

en route on the closing date relative to the total delivery time. The recogni-

tion principles applies to rail transport offered by international railway

operations and North Rail Oy. The service is a singular contract obliga-

tion, which includes transport service to the destination, and the contract

price is allocated in full to that obligation.

The principle of revenue recognition is based on the IFRS 15 criterion

that the performance obligation is fulfilled over time when performing a

transport service.

Forwarding

Forwarding service agreement consists of actions necessary for impor-

ting, exporting and customs duties. As whole they compile the perfor-

mance obligation towards customer, which is usually concluded within a

month from the signing of the agreement. The company recognises

revenue from agreement price when the delivery orders connected to

import or export have been received and authority over the goods is

transferred to customer or other party. The entire contract price is allo-

cated to a single performance obligation.

Terminal services

Terminal services consist of handling of goods at the arrival or departure

of goods. The definite content of service is defined at contract level.

Terminal service agreement is an entity to which the contract price is

allocated. The contract price is recognised when the work on handling

goods has been completed.

Warehousing services

Warehousing services consist of renting space from terminal or terminal

area for short or long term holding of goods. The warehousing agreement

is an entity to which the contract price is allocated. Profits from warehou-

sing services are recognised over the time during the lease period for

which the customer benefits from the service. Lease income is processed

according to IFRS 15 standard when the customer is not given control

over the leased space.

Contractual amounts recognised

on the balance sheet

Trade receivables

Trade receivable is a transaction price to which the company has an

unconditional right

Trade receivables are non-interest bearing and are typically from 14 to

60 days, corresponding to the average payment terms.

Contract assets or contract liabilities

Due to the nature of the business, the company does not have contract

assets or contract liabilities.

Employee benefits

Pension arrangements

The pension arrangements of Nurminen Logistics have been classified

as defined contribution plans.

Payments to defined contribution plans are recognised as an expense

in the income statement in the period to which they relate. In defined

contribution plans the Group pays fixed contributions into a separate

entity. The Group has no legal or constructive obligation to pay further

amounts in case the separate entity receiving the contributions fails to

pay out the pension benefits.

Defined benefit pension plans are insured by a life insurance company,

and in addition to the old-age pension benefit, the additional pension

insurance covers any survivor’s pension benefit and burial grant benefit.

Additional defined benefit pension obligations are measured based on

calculations by independent actuaries. According to the measurement

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 17

principles, assets are measured at fair value on the closing date, costs

according to the calculation method and recognised in profit or loss, in

addition interest is recognised in financial items and actuarial gains and

losses caused by the remeasurement of the defined benefit net debt in

comprehensive income, and these items will not subsequently be reclas-

sified in profit or loss. The defined benefit pension plan is described in

more detail in Note 23.

Share-based payments

Starting from 2022, Nurminen Logistics has two share-based incentive

programmes for the company’s key personnel: Performance Share Plan

2022–2026 and Restricted Share Plan 2022–2026, and starting from

2023, the CEO Performance Share plan 2023–2027. More details on the

share-based incentive schemes are presented in Note 22.

The rewards will be paid partly in Nurminen Logistics shares and partly

in cash. The cash proportions of the rewards are intended for covering

taxes and tax-related expenses arising from the rewards to the partici-

pants. In general, no reward is paid if the participant’s employment or

director contract terminates before the reward payment.

The amount of remuneration paid based on the share-based incentive

scheme will be cut if the maximum value for remuneration paid for the

earning periods 2022–2024 set by the Board of Directors is reached.

The Nurminen Logistics Management Team member is obliged to hold

50 per cent of the received net reward shares, until the total value of the

Management Team member’s shareholding in Nurminen Logistics equals

to 50 per cent of their annual base salary of the preceding year. Respe-

ctively, the CEO is obliged to hold 50 per cent of the received net reward

shares, until CEO´s shareholding in Nurminen Logistics equals to 100

per cent of the CEO´s annual base salary of the preceding year. Such

number of Nurminen Logistics shares must be held as long as the mem-

bership in the Management Team or the position as the CEO continues.

Share-based transactions paid in cash include arrangements in which

the company has granted the persons a right to future cash payments by

granting them a right to shares that can be redeemed at the request of

either the company or the employee. A liability resulting from such an

arrangement is measured at fair value at the end of each reporting period

and on the day of settling the debt, and changes in fair value are recogni-

sed in profit or loss for the period in question. The benefits granted in the

scheme are measured at fair value upon granting and expensed in the

income statement over the vesting period.

Income taxes

The income tax expense in the statement of comprehensive income

comprises the current tax, adjustments to previous periods’ taxes as well

as changes in deferred taxes. Income taxes are recognised in profit or

loss except when they relate to other comprehensive income or equity,

while income taxes are recognised within the respective items. Current

tax is calculated based on taxable income using tax rates enacted in each

country.

Deferred tax assets and deferred tax liabilities are calculated for tempo-

rary differences between the amounts of assets and liabilities used for

taxation purposes and the carrying amounts for financial reporting pur-

poses under IFRS. The principal temporary differences arise from finan-

cial instruments measured at fair value through profit or loss and depre-

ciation related to component accounting. Deferred taxes are measured

at the tax rate that has been enacted or substantially enacted by the

reporting date.

A deferred tax asset is recognised to the extent that it is probable that

future taxable profits will be available against which the temporary diffe-

rence can be utilised. Deferred tax liabilities are recognised in the state-

ment of financial position in full.

Tangible Assets and Leases

IFRS 16 requires lessees to recognise all leases in the balance sheet on

a right-of-use basis. Leased assets are treated during the lease term on

the same basis as owner-occupied assets and the right-of-use assets

recognised for them on the balance sheet are amortised based on the

defined lease term. The debt based on the present value of the rent is

reduced as the rent is paid. The group’s right-of-use assets are comprised

of the IFRS 16 lease liabilities concerning land and water areas, buildings

and machinery and equipment.

Because of its industry and business model, Nurminen Logistics prima-

rily is the lessee in the contracts. The company primarily applies the

standard to leases on land areas, premises and terminal properties, as

well as terminal machinery and equipment. In determining the term of a

lease, the company has exercised discretion in estimating the probability

of exercising the extension options of leases and included the terms

covered by the option in the term of the lease, if exercising the option is

reasonably certain.

Leases are distinguished from service contracts using a control model.

When the arrangement includes a specific asset that is under the control

of the customer, it is a lease. The contract is recognised in the balance

sheet as a non-current asset and a liability arising therefrom. Service

contracts are recognised as an expense in the income statement.

Lease liabilities

At the commencement date of the agreement, Nurminen Logistics values

the lease liability at the present value of the rent outstanding at that date.

Payments include fixed rentals and residual value guarantees less any

available lease incentives. The company considers lease termination

charges as part of the lease payments if it has considered the option to

terminate during the lease term. VAT is not included in the amount of the

lease liability and management and maintenance fees and other pay-

ments of a service nature are generally treated as an expense that can-

not be capitalised in the balance sheet. Interest expenses are recognised

through profit or loss over the term of the lease and the right-of-use asset

is amortised using the straight-line method over the term of the lease

Rents are discounted using the company’s estimated incremental bor-

rowing rate. The standard defines the incremental borrowing rate as the

interest that the lessee would have to pay on borrowing for the same

period and with similar collateral to acquire the asset at the cost of the

underlying asset.

Right-of-use assets

Nurminen Logistics records the lease at the commencement date of the

lease, i.e. the date on which the lessor transfers the asset to the control

of the company. The property, plant and equipment are measured at cost

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 18

less accumulated depreciation and impairment losses and adjusted for

any subsequent revaluation of the lease liability. The original cost equals

the original lease liability. The right-of-use assets are subject to impair-

ment testing.

Application of facilitations and significant assumptions:

Nurminen Logistics does not treat short-term leases of less than 12

months or low value assets as property, plant and equipment, but recogni-

ses the resulting rental expense in the income statement. Contracts of

minor value primarily include IT and office hardware, company cars and

small office spaces. Fixed-term leases are dealt with by the company

within the term of a non-cancellable lease term and are subject to any

subsequent option periods when the company has reasonable assurance

that they will be exercised. The management exercises discretion in

assessing the term of leases valid until further notice, which is based on

the company’s strategic situation and market conditions, as well as the

costs that would be incurred if the leased commodity was replaced by

another commodity.

Leases in which Nurminen Logistics is the lessor are operating leases

and are recognised in the income statement on a straight-line basis over

the lease term.

The remaining liabilities for leases that do not include property, plant and

equipment assets and lease liabilities are disclosed in Note 27 as off-ba-

lance sheet liabilities.

Operating profit

The operating profit is the total of sales and other operating income from

which expenses for material and services, employee benefits and other

operating expenses as well as depreciation, amortisation and impairment

losses on non-current assets are subtracted. Foreign currency differen-

ces arising from working capital items are included in the operating result,

whereas foreign currency differences from financial assets and financial

liabilities are included in financial income and expenses.

Accounting policies requiring management

discretion and key uncertainties

associated with estimates

The preparation of IFRS financial statements requires the company’s

management to make certain estimates and assumptions and discretion

in the application of accounting principles. The estimates and assumpti-

ons made affect the reported amounts of assets and liabilities in the

balance sheet as well as the income and expenses in the income state-

ment.

In business combinations fair values of the items of property, plant and

equipment and intangible assets are estimated and the depreciation and

amortisation periods for the assets are determined. The determination

of fair value of intangible assets is based on estimates about future cash

flows to be generated by these assets.

Goodwill is tested for impairment annually. Management’s judgment must

be used in determining the cash-generating units for goodwill testing.

The recoverable amounts of the cash-generating units are determined

based on value in use. The preparation of these calculations requires

use of estimates. In calculation of value in use estimates are made about

future cash flows and discount rate to be used. Estimates are based on

budgets and forecasts, which contain some degree of uncertainty.

Business acquisitions may result in an advantageous deal when the net

amount of identifiable assets acquired and liabilities assumed at the time

of acquisition is greater than the consideration given. The gain on the

advantageous deal is recognised through profit or loss at the acquisition

date.

The recognition and measurement of deferred taxes requires the com-

pany’s management to make estimates, especially in the case of a defe-

rred tax asset recognised based on the Group companies’ losses or

another temporary difference for which a deferred tax asset is recognised.

Due to uncertainty regarding use of confirmed losses, the Group recogni-

ses deferred tax assets in the consolidated balance sheet by the principle

of prudence.

Property, plant and equipment as well as intangible assets are reviewed

annually as to whether any indications exist that these assets might be

impaired. If indications exist, the asset’s recoverable amount is estimated.

Items of property, plant and equipment as well as intangible assets are

depreciated and amortised over their estimated useful lives. The useful

lives are reviewed regularly. With regard to non-current assets held for

sale, the management regularly reviews whether the criteria of IFRS 5

for probability of divestment of the asset within a 12-month period from

classifying these assets as non-current assets held for sale are not met.

If indications exist, the asset is derecognised from non-current assets

held for sale.

Estimates made in preparing the financial statements are based on the

management’s best view and the information available at the balance

sheet date. Estimates and assumptions are based on experience and

other factors that are considered the best view in measuring such assets

and liabilities, whose values cannot be derived from other sources. The

estimates concerning the future are based on assumptions that are

regarded as the most probable at the balance sheet date relating to the

expected development of the financial environment of Nurminen Logistics

and assumptions about the development of sales and cost level. Actual

results may differ from these estimates.

Estimates and underlying assumptions are reviewed continuously. The

realisation of estimates and assumptions and the changes in underlying

factors are reviewed regularly by using both external and internal sources

of information. Revisions to accounting estimates are recognised in the

period in which the estimates are revised if the revision affects only the

period in question. If the revision to accounting estimate affects both the

period in which the estimate is revised and future periods, the revision is

recognised respectively in the period in question and in future periods.

New and revised standards and interpretations

The International Accounting Standards Board has announced the follo-

wing new or revised standards and interpretations, which the Group has

not yet adopted but which are estimated to have an impact on the Group’s

financial statements. The Group will apply each standard and interpre-

tation as of its effective date or, if the effective date is some other date

than the first day of the accounting period, as of the beginning of the

financial year following the effective date. The following new standards

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 19

and amendments to existing standards are effective for financial years

starting on or after 1 January 2025:

• Lack of Exchangeability – Amendments to IAS 21 The Effects of Chan-

ges in Foreign Exchange Rates, effective from 1 January 2025. The

amendments determine how the company should assess whether a

currency is exchangeable to another currency and how it should deter-

mine the exchange rate for those currencies that are not exchangeable.

Nurminen Logistics only conducts business in exchangeable currencies,

so the change is not expected to have an impact on the consolidated

financial statements.

• Amendments to the Classification and Measurement of Financial Instru-

ments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Finan-

cial Instruments: Disclosures, effective from 1 January 2026. The new

requirements are applied retrospectively and the effects of the amend-

ments are recognised through profit and loss on the opening balance

sheet. The changes clarify the derecognition of financial liabilities. The

amendments also include an alternative accounting policy to derecognise

a financial liability before the settlement date when the payment of the

financial liability is made using an electronic payment system and when

certain other criteria are met. The amendments clarify how to assess the

characteristics of contractual cash flows of financial assets that are

ESG-linked or have similar contingent characteristics. The amendments

clarify how financial assets without a right of return and instruments

contractually bound to them are treated. The amendments require disclo-

sure of additional information on financial assets and liabilities whose

contractual terms refer to a contingent event (including ESG-linked) and

equity instruments classified at fair value through other comprehensive

income.

The amendments have no material impact on Nurminen Logistics’ notes

on the fair value of other equity instruments measured through compre-

hensive income.

• IFRS 18 Presentation and Disclosure in Financial Statements, effective

from 1 January 2027. The standard is applied retrospectively.

The new IFRS 18 standard introduces new requirements for the presen-

tation of the income statement. The company must classify all income

and expenses in the income statement into one of five categories: ope-

rating, investing, financing, income taxes and discontinued operations,

the first three of which are new categories. In addition, IFRS 18 requires

the following subtotals and totals to be presented in the income state-

ment: operating profit or loss, profit before financing and income tax, and

profit or loss.

IFRS 18 also requires the presentation of new management-defined

performance measures (MPM) in the financial statements. The manage-

ment-defined performance measures (MPMs) are defined as a subtotal

of income and expenses that the entity uses in public communications

outside financial statements. The standard requires the company to

present information on all performance measures defined by manage-

ment in a single note.

The new standard also introduces changes to the application of IAS 7

Statement of Cash Flows. In the indirect cash flow statement, the ope-

rating cash flow begins with the item operating profit or loss. The new

standard also removes the option that allowed classifying interest and

dividend cash flows.

In addition, several other IFRS accounting standards will be amended.

An assessment of the impacts of the changes in the new standard on

Nurminen Logistics’ income statement, cash flow statement and notes

is under way.

The adoption of the standard listed above or other new or revised stan-

dards effective on or after 1 January 2025 is not expected to have a

significant impact on Nurminen Logistics Plc’s financial statements in

subsequent periods.

War in Ukraine and the geopolitical situation

A weakening in world trade from the current situation as a consequence

of the war in Ukraine may have a negative impact on the demand for the

Group’s services and thereby result. In addition, in the railway business,

food supply-related fertilisers critical to the world or metals required for

the green transition being subjected to sanctions due to the war in Ukraine

might have a negative impact on the business of North Rail Oy.

As Russia’s war of aggression continues in Ukraine, the demand for the

Trans-Caspian route bypassing Russia has stabilised. In addition, the

situation in the Red Sea, which remained tight and continued during the

financial year, has increased the demand for direct rail transport between

Europe and Asia.

Geopolitical factors, such as the war in the Middle East, increase the

need for alternative and safe transport routes for companies. Nurminen

Logistics continuously and actively develops the routes to solve custo-

mers’ logistical needs in changing conditions.

Risks related to climate change

The Group does not see that risks related to climate change, such as

extreme weather events, would affect Nurminen Logistics’ business.

Auditing

The Group’s interim reports and financial statements release for the 2024

financial year are unaudited.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 20

2. Net sales and revenue recognition principles

The effects of the IFRS 15 standard are described in the section on accounting principles.

IFRS 15: recognition of sales income when the performance obligation has been satisfied

EUR 1,000	1 Jan–31 Dec 2024	1 Jan–31 Dec 2023
Recognised over time	4,586	5,330
Recognised at a specific time	100,181	122,621
Revenue from contracts with customers	104,766	127,951

In 2024, net sales were distributed geographically between Finland, the Baltics and Sweden.

Information on geographical areas

2024 (EUR 1,000)	Finland	Russia	Baltic countries	Sweden	Total
Net sales	57,451		46,822	493	104,766
Non-current assets	56,621	13	599	12,899	70,131

2023 (EUR 1,000)	Finland	Russia	Baltic countries	Sweden	Total
Net sales	53,316		74,636		127,951
Non-current assets	87,135	15	816		87,966

The Railway business accounts for EUR 34.1 million (26.8), or 33% (21%) of the Group’s net sales.

The Multimodal Forwarding business accounts for EUR 6.5 million (9.8), or 6% (7%) of the Group’s net sales.

The Cargo business accounts for EUR 17.4 million (19.2), or 17% (15%) of the Group’s net sales.

The Baltic operations account for EUR 46.8 million (74.8), or 45% (57%) of the Group’s net sales.

Information on biggest customers

Group income from Global Transport and Logistics Pte. in 2024 was EUR 17,749 thousand, or 17% of the Group’s net sales. In 2024, the Group did

not receive more than 10% of the net sales from other individual customers. In 2023, the Group’s income from Global Transport and Logistics Pte.

was EUR 27,612 thousand, or 22% of the Group’s net sales. In 2023, the Group did not receive more than 10% of the net sales from other individual

customers.

3. Other operating income

EUR 1,000	2024	2023
Gains from sale of property, plant and equipment	2,047	0
Rental income	0	14
Gain from the bargain purchase	40	12,269
Other items	73	221
Total	2,160	12,505

The gains on the sale of property, plant and equipment include the gain on the sale of Koy Helsingin Satamakaari 24. For more information, see Note

30.

4. Operating expenses

EUR 1,000	2024	2023
Use of materials and supplies	59,322	79,506
Expenses relating to short term or low value leases	1,423	1,552
Administrative expenses	5,827	5,231
Other cost items	2,424	2,165
Total other operating expenses	9,673	8,947

The repayments of lease liabilities in the cash flow from financing activities amounted to EUR 1,159 thousand in 2024 and EUR 791 thousand in

2023.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 21

Auditor fees

EUR 1,000	2024	2023
Auditing	353	241
Other services	20	56
Total	373	297

7. Financial income and expenses

EUR 1,000	2024	2023
Financial income
Interest income	72	37
Exchange rate gains	371	390
Proceeds from other investments	211
Total financial income	654	427
Financial expenses
Interest expenses	2,577	3,172
Exchange rate losses	280	468
Financial expenses on lease liabilities (IFRS 16)	494	321
Other financial expenses	297	209
Total financial expenses	3,649	4,170

Items above the operating profit include exchange rate differences totalling EUR 45 thousand in 2024 and EUR -189 thousand in 2023. Other

financial expenses for 2024 include transaction costs of EUR 40 thousand amortised using the effective interest rate method (2023: 0).

5. Employee benefit expenses

EUR 1,000	2024	2023
Salaries and fees	10,901	11,320
Pension expenses, defined contribution plans	1,586	1,620
Pension expenses, defined benefit plans	-27	-37
Other social security costs	456	544
Share-based payments	303	124
Total	13,218	13,571

Information on the management remuneration is presented in Note 29. Related party transactions.

Information on the share-based payments is presented in Note 22. Share-based payments.

Personnel of the Group during the year on average

	2024	2023
Total	178	196

6. Depreciation, amortisation and impairment losses

Depreciation and amortisation by asset category:

EUR 1,000	2024	2023
Intangible assets
Intangible rights	6	6
Other capitalised long-term expenditure	384	362
Impairment losses		2
Total	390	370
Property, plant and equipment
Buildings	890	1,581
Machinery and equipment	2,807	2,424
Other tangible assets	18	34
Total	3,716	4,039
Amortisation of right-of-use assets (IFRS 16)	1,314	932
Total	5,420	5,341

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 22

9. Earnings per share

	2024	2023
Result attributable to the equity holders of the parent company (EUR 1,000)	7,100	14,329
Weighted average number of shares, undiluted	78,165,952	78,076,485
Earnings per share, undiluted, EUR	0.09	0.18
Result attributable to the equity holders of the parent company (EUR 1,000)	7,100	14,329
Weighted average number of shares, diluted	78,165,952	78,076,485
Earnings per share, diluted, EUR	0.09	0.18

8. Income taxes

The income tax expense in the statement of comprehensive income consists of the following:

EUR 1,000	2024	2023
Current tax expense	-2,985	-1,334
Deferred taxes, net	-156	-4,735
Total	-3,140	-6,069

The reconciliation between the income tax expense recognised in the consolidated statement of

comprehensive income and the taxes calculated using the Finnish corporate tax rate (20.0%):

EUR 1,000	2024	2023
Result before income tax	16,211	29,342
Corporate tax rate	20%	20%
Income tax calculated using the Finnish corporate tax rate	-3,242	-5,868
Adjustments
Effect of tax rates used in foreign subsidiaries	-1,129	1,755
Unrecognised deferred tax assets on losses	-229	-755
Tax-exempt income	8	2,454
Non-deductible expenses	-296	-42
Use of previously unrecognised tax losses	713	284
Recognised deferred tax assets on losses	-833	-1,192
Deferred tax liabilities from undistributed earnings	1,925	-2,790
Other differences	-57	85
Total adjustments	102	-200
Income tax expense in the income statement	-3,140	-6,069

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 23

10. Subsidiaries and associates

The companies belonging to the Nurminen Logistics Group are the following:

Subsidiaries	Domicile	Ownership (%)	Share of votes (%)
Nurminen Logistics Services Oy	Finland	100.0%	100.0%
North Rail Oy	Finland	79.8%	79.8%
North Rail Holding Oy	Finland	79.8%	79.8%
Kiinteistö Oy Kotkan Siikasaarentie 78	Finland	100.0%	100.0%
Kiinteistö Oy Luumäen Suoanttilantie 101	Finland	100.0%	100.0%
Kiinteistö Oy Vainikkalan Huolintatie 13	Finland	100.0%	100.0%
OOO Nurminen Logistics	Russia	100.0%	100.0%
Nurminen Maritime Latvia SIA	Latvia	51.0%	51.0%
Nurminen Maritime UAB	Lithuania	51.0%	51.0%
Nurminen Logistics Services AB	Sweden	100%	100%
ILP-Group Logistics Oy	Finland	100%	100%
Essinge Rail AB	Sweden	100%	100%

Associates and joint ventures Domicile Ownership (%) Share of votes (%)

Pelkolan Terminaali Oy Finland 20.0% 20.0%

During the financial year, the company established the Swedish subsidiary Nurminen Logistics Services AB.

At the end of the financial year, the Group has four subsidiaries with material non-controlling interests. Kiinteistö Oy Helsingin Satamakaari 24, in

which the company had a holding of 51%, was sold during the financial year 2024. The changes in the Group structure during the financial year

are presented in more detail in Note 30. Acquisitions and divested businesses.

The following is summarised financial information for the subsidiaries with material non-controlling interests. The information is before intra-Group

eliminations. The Group has recognised deferred tax liabilities of EUR 865 thousand from undistributed earnings of subsidiaries (2023: EUR 2,790

thousand).

			2024					2023
		Nurminen		Kiinteistö					Kiinteistö
		Maritime	Nurminen	Oy Helsingin			Nurminen	Nurminen	Oy Helsingin
	North	Latvia	Maritime	Satamakaari		North	Maritime	Maritime	Satamakaari
EUR 1,000	Rail	SIA	UAB	24	Total	Rail	Latvia SIA	UAB	24	Total
Summary of comprehensive income statement
Net sales	27,678	28,657	18,816	2,172	77,324	22,145	50,241	24,241	2,806	99,433
Profit before taxes	9,383	5,943	3,257	641	19,224	17,385	10,513	4,950	79	32,926
Income taxes	933	869	183	94	2,078	839	3,075	1,055	-16	4,954
Comprehensive income	8,450	5,074	3,074	548	17,146	16,546	7,438	3,894	95	27,972
Total comprehensive income attributable to NCI	1,707	2,487	1,508	268	5,970	3,342	3,646	1,910	46	8,944
Summary of balance sheets
Current assets	10,780	3,930	3,811		18,521	2,859	12,751	5,123	90	20,822
Non-current assets	32,435	443	156		33,034	35,453	615	202	38,461	74,730
Current liabilities	2,433	735	1,059		4,227	17,744	3,251	922	1,183	23,100
Non-current liabilities	11,787	865	90		12,743	22	2,497	450	19,698	22,668
Net assets	28,996	2,772	2,818		34,585	20,545	7,617	3,952	17,670	49,784
Equity attributable to NCI	5,857	1,359	1,382		8,598	4,150	3,734	1,938	8,573	18,395
Summary of cash flows
Cash flow from operating activities	6,030	5,349	2,484	1,440	15,303	13,733	8,306	4,580	1,268	27,888
Cash flow from investing activities	-5,080	-2	-20	-84	-5,187	4,213	-510	-265	-14	3,424
Cash flow from financing activities	5,738	-9,960	-4,257	-807	-9,285	-17,182	-2,097	-3,283	-2,348	-24,910
Net increase/decrease in cash and cash equivalents	6,687	-4,613	-1,792	550	831	764	5,700	1,032	-1,094	6,403
Dividends paid to NCI
during the year		4,863	2,064		6,927		1,010	1,600		2,610

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 24

11. Property, plant and equipment

								Prepay-
		Land and				Machi-		ments
	Land and	bodies			Machi-	nery and	Other	and acqui-
	bodies	of water,		Buildings,	nery and	equipment,	tangible	sitions
EUR 1,000	of water	IFRS 16	Buildings	IFRS 16	equipment	IFRS 16	assets	in progress	Total
2024
Cost at 1 January	247	8,978	47,222	8,273	53,755	2,693	909	23	122,100
Additions from business
acquisitions	15	23	898	95	460		259		1,750
Additions				12,363	239	792	5	294	13,692
Transfers between asset categories			60		222		15	-299	-3
Deductions from business divestments		-6,996	-36,305	-349	-1,143		-265	-10	-45,067
Disposals						-264			-264
Translation differences	0	0	4	0	2		1		8
Cost at 31 December	262	2,006	11,879	20,382	53,535	3,222	923	8	92,216
Accumulated depreciation
and impairment losses
at 1 January		-1,033	-13,855	-7,829	-19,527	-1,913	-791		-44,947
Depreciation for the period		-161	-890	-716	-2,807	-437	-18		-5,030
Accumulated depreciation
for disposals and transfers		851	6,329	41	1,119	264	164		8,768
Translation differences		0	0						0
Accumulated depreciation
and impairment losses
at 31 December		-342	-8,417	-8,503	-21,216	-2,086	-645		-41,209
Carrying amount
at 1 Jan 2024	247	7,945	33,367	444	34,228	781	118	23	77,153
Carrying amount
at 31 Dec 2024	262	1,664	3,462	11,879	32,319	1,135	278	8	51,007

Kiinteistö Oy Helsingin Satamakaari 24 was consolidated into the Group in accordance with IAS 16 Property, Plant and Equipment. The company

was sold during the financial year 2024, see Note 30.

2023
Cost at 1 January	247	8,978	47,163	8,081	17,385	1,961	904	203	84,922
Additions from business acquisitions					35,775				35,775
Additions			5	191	569	735	5	-39	1,466
Transfers between asset categories			54		87			-141
Disposals					-60	-2			-63
Cost at 31 December	247	8,978	47,222	8,273	53,755	2,693	909	23	122,100
Accumulated depreciation
and impairment
losses at 1 January		-727	-12,274	-7,720	-17,120	-1,395	-757		-39,993
Depreciation for the period		-306	-1,581	-109	-2,424	-517	-34		-4,971
Accumulated
depreciation for disposals and transfers					17				17
Accumulated depreciation
and impairment losses
at 31 December		-1,033	-13,855	-7,829	-19,527	-1,913	-791		-44,947
Carrying amount
at 1 Jan 2023	247	8,251	34,889	362	265	566	147	203	44,928
Carrying amount
at 31 Dec 2023	247	7,945	33,367	444	34,228	781	118	23	77,153

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 25

12. Intangible assets

					Advance
	Customer		Intangible	Other intan-	payments for
EUR 1,000	relationships	Goodwill	rights	gible assets	intangible assets	Total
2024
Cost at 1 January		6,171	864	6,016	363	13,414
Additions from business
acquisitions	3,756	6,425		94		10,275
Additions				14	1,424	1,438
Transfers between asset categories			3	62	-62	3
Translation differences	18	31			-2	47
Cost at 31 December	3,774	12,628	867	6,186	1,722	25,177
Accumulated depreciation and impairment losses at 1 January		-5,271	-844	-5,123		-11,239
Depreciation for the period			-6	-384		-390
Accumulated depreciation
and impairment losses
at 31 December		-5,271	-850	-5,507		-11,629
Carrying amount at 1 Jan 2024		899	19	893	363	2,175
Carrying amount
at 31 Dec 2024	3,774	7,356	16	679	1,722	13,548

The increases in advance payments for intangible assets include EUR 1,018 thousand in development expenses, the amortisation of which

will begin in 2025.

2023
Cost at 1 January	6,171	863	5,669		12,703
Additions from business
acquisitions			86		86
Additions		1	179	572	752
Disposals			0	-127	-127
Transfers between asset categories			82	-82
Cost at 31 December	6,171	864	6,016	363	13,414
Accumulated depreciation and impairment losses at 1 January	-5,271	-839	-4,758		-10,869
Depreciation for the period		-6	-362		-368
Impairment losses			-2		-2
Accumulated depreciation
and impairment losses
at 31 December	-5,271	-844	-5,123		-11,239
Carrying amount at 1 Jan 2023	899	24	911		1,834
Carrying amount
at 31 Dec 2023	899	19	893	363	2,175

Information on goodwill impairment testing is provided in Note 15. Impairment of assets.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 26

13. Leases

In consolidated statement of comprehensive income

EUR 1,000	2024	2023
Payments for short-term or low value leases	-2,910	-2,317
Depreciation, amortisation and impairment losses	-1,314	-932
Operating profit	-4,224	-3,249
Financial expenses	-494	-321
Profit for the financial period	-4,718	-3,570

Payments for short-term or low value leases include container rents of EUR 755 thousand (2023: EUR 965 thousand).

In consolidated statement of financial position

EUR 1,000				Right-of-use
	Land and bodies		Machinery and	assets
Assets	of water	Buildings	equipment	total
2024
Cost at 1 January	8,978	8,273	2,694	19,945
Additions from business acquisitions	23	95		119
Additions		12,363	792	13,154
Deductions from business divestments	-6,996	-349		-7,345
Disposals			-264	-264
Translation differences	0	0		1
Cost at 31 December	2,006	20,382	3,222	25,610
Accumulated depreciation at 1 January	-1,033	-7,829	-1,913	-10,774
Accumulated depreciation for disposals	851	41	264	1,156
Depreciation for the period	-161	-716	-437	-1,314
Translation differences	0	0		0
Accumulated depreciation at 31 December	-342	-8,503	-2,086	-10,932
Carrying amount at 1 Jan 2024	7,945	444	781	9,171
Carrying amount at 31 Dec 2024	1,664	11,879	1,135	14,678
2023
Cost at 1 January	8,978	8,081	1,961	19,021
Additions		191	735	926
Disposals			-2	-2
Cost at 31 December	8,978	8,273	2,694	19,945
Accumulated depreciation at 1 January	-727	-7,720	-1,396	-9,842
Depreciation for the period	-306	-109	-517	-932
Accumulated depreciation at 31 December	-1,033	-7,829	-1,913	-10,774
Carrying amount at 1 Jan 2023	8,251	362	566	9,179
Carrying amount at 31 Dec 2023	7,945	444	781	9,171

EUR 1,000
Liabilities	2024	2023
1 January	9,610	9,497
Additions	13,273	907
Disposals	-7,919	-794
31 December	14,963	9,610
Non-current lease liabilities	12,374	9,001
Current lease liabilities	2,589	609
Total	14,963	9,610

The maturity breakdown of lease liabilities is presented in Note 26.

Impact of leases on the Group’s cash flows The impact on cash flows does not include lease payments for short-term and low-value leases,

which are presented under ’In consolidated statement of comprehensive income’.

Net cash flow from operating activities	-494	-321
Cash flow from financing activities	-1,159	-791
Increase (+) / decrease (-) in cash and cash equivalents	-1,653	-1,112

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 27

14. Carrying amounts of financial assets and financial liabilities by category

						Carrying
		Assets		Liabilities		amounts
		measured at	Financial assets	measured at	Financial liabili-	in the
EUR 1,000	Note	amortised cost	at fair value	amortised cost	ties at fair value	balance sheet
2024
Financial assets and liabilities
according to IFRS 9
Long-term financial assets
Non-current receivables	17	52	19			71
Short-term financial assets
Trade and other receivables	19	12,861				12,861
Cash and cash equivalents	20	16,297				16,297
Long-term financial liabilities
Interest-bearing liabilities				19,970		19,970
IFRS 16 lease liabilities	13			12,374		12,374
Contingent consideration	30				2,769	2,769
Short-term financial liabilities
Interest-bearing liabilities				6,133		6,133
IFRS 16 lease liabilities	13			2,589		2,589
Trade payables	25			5,339		5,339
Contingent consideration	30				1,989	1,989

Nurminen Logistics Plc has a credit limit amounting to a maximum of EUR 3 million in Danske Bank A/S. The limit was not in use on 31 December

2024. In the financial statements on 31 December 2023, the Group companies had credit limits amounting to a maximum of EUR 3 million in

Oma Säästöpankki. Of these, EUR 2,652 thousand was used.

Non-current interest-bearing liabilities as at 31 December 2024 includes transaction costs of EUR -909 thousand amortised using the effective

interest rate method (31 December 2023: 0).

				Financial		Carrying
		Assets		liabilities	Financial	amounts
		measured at	Financial assets	at amortised	liabilities at	in the
EUR 1,000	Note	amortised cost	at fair value	cost	fair value	balance sheet
2023
Financial assets and liabilities
according to IFRS 9
Long-term financial assets
Non-current receivables	17	44	952			996
Short-term financial assets
Trade and other receivables	19	11,897				11,897
Cash and cash equivalents	20	12,814				12,814
Long-term financial liabilities
Interest-bearing liabilities				18,172		18,172
IFRS 16 lease liabilities	13			9,001		9,001
Short-term financial liabilities
Interest-bearing liabilities				20,631		20,631
IFRS 16 lease liabilities	13			609		609
Trade payables	25			6,151		6,151

After initial recognition, the Group’s cash and cash equivalents are classified as financial assets and liabilities at fair value through profit or loss or

at amortised cost. Financial assets at fair value are measured at level 1 of the fair value hierarchy. Financial liabilities at fair value are measured

at level 3 of the fair value hierarchy. The fair value of the contingent consideration has been calculated by discounting the item using the compa-

ny-specific discount rate.

The following levels are used in measuring fair values:

Level 1: Fair value is determined based on quotations from the market.

Level 2: Fair value is determined using valuation techniques. Fair value means the value that can be determined from the market value of parts

of a financial instrument or similar financial instruments; or a value that can be determined using valuation models and methods generally

accepted in the financial markets, if the market value can be reliably determined using them.

Level 3: Fair value is determined using valuation techniques in which the factors used have a significant effect on the recorded fair value and

these factors are not based on observable market data.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 28

15. Impairment of assets

Goodwill is tested for impairment annually, and if indications of impairment exist. The recoverable amount in the impairment testing calculations

is determined based on value in use.

An impairment loss is recognised if the carrying amount of the assets allocated to a cash-generating unit, including goodwill, is higher than the unit’s

recoverable amount. The recoverable amount of each cash-generating unit is determined by discounting the estimated future cash flows of the unit.

Goodwill is allocated for cash generating units (CGUs) for impairment testing. In 2024, Nurminen Logistics Plc Group had three cash-generating

units (CGUs): Finnish and Baltic business (49% minority) and business carried out by Essinge Rail AB, acquired at the end of the financial year.

Goodwill is allocated to business operations in Finland and Sweden. Essinge Rail AB’s cash flow has not been tested for impairment, as the com-

pany was consolidated in December and the cost estimate is preliminary at the end of the financial year.

EUR 1,000	Business in Finland		Business in Sweden
	2024	2023	2024	2023
Goodwill	899	899	6,457

Signals on possible depreciation of assets are regularly observed from information sources within and outside the Group. Such signals can be, for

example, unexpected deviations from key assumptions in Group reporting. In addition to this the signals can be changes in competition or other

circumstances in the market, or new regulations or concessions that have an impact on various business fields.

Impairment test calculations on cash flow are based budgets and strategic forecasts accepted by management from the previous five years. For

the time period after this forecast period (terminal value) estimated cash flows have been defined by using long term growth forecasts. Essential

assumptions having an impact on defining values in use are connected to the development of net sales and profitability, and to weighted average

cost of capital (WACC) used in discounting cash flows.

For the five-year time period the cash flow has been estimated to develop according to the company’s medium-term net sales and profitability goals.

Sales increase and profitability level development have been estimated based on businesses recent development and general forecasts. Terminal

value is based on 1% growth in cash flow. The cash flow forecast is based on turnover and profitability forecasts made for each business sector,

which are based on the budget for the year 2025 and long-term strategy approved by management. These are affected by market development

in Finland and neighbouring regions, planned growth in regular railway line service between Finland and China and actions to improve profitability

in the company.

The discount rate is based on industry average WACC after tax. The discount rate used is 8.81%. Discount rate and impairment test calculation

take into account market risks and capital intensity. The cost for equity affecting on WACC is consistent with the Group’s long-term targets. Net

sales in the Finnish business were EUR 57.5 million in 2024. The net sales are expected to increase, in particular due to international cargo train

traffic and North Rail Oy in 2025. The estimated annual increase in net sales (CAGR) over the years 2025–2029 averages 2.2%. The forecast

average increase in net sales per year over the years 2025–2029 is 2.2%. The operating margin for the underlying business is expected to be above

the Group’s long-term target throughout the estimation period. (The company’s long-term target is above 13%). Tax rate of 20% has been used.

CGU net sales and
operating result	Actual
2024–2029	Finland			Forecast (Finland)
	2024	2025	2026	2027	2028	2029	2029
							Terminal value
Net sales	57,451	76,065	77,752	79,480	81,249	83,060	83,891
Operating result	10,308	13,668	14,378	15,109	15,862	20,365	20,593

Sensitivity analysis when one component changes:

The management estimates that the most sensitive judgements relate to changes in terminal growth, profitability and WACC.

Forecast period 2025–2029		Change	Impact of change on recoverable amount
•	Terminal growth 1%	Terminal growth -1%-point	EUR -16.3 million
		i.e. terminal growth 0%
•	WACC 8.81%	WACC +1 %-point i.e. WACC 9.81%	EUR -22.4 million
•	Average EBIT 20.5% and EBITDA 26.1%	EBITDA decrease 1%-point i.e.	EUR -9.5 million
		average EBITDA 25.1%

Based on the sensitivity analyses, the management evaluates that above mentioned essential judgements would not cause a situation in which

the carrying amount of cash generating units would exceed the recoverable amount, and this would not cause impairment loss on goodwill in fiscal

year 2024. The cash flow estimate was 3.9 times the CGU’s assets employed.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 29

16. Investments in equity-accounted investees

EUR 1,000	2024	2023
At 1 January	171	176
Share of profit/loss for the year	-87	-5
At 31 December	84	171

The equity-accounted investees (listed below) are not material for the Group.

Registered office Ownership (%)

Pelkolan Terminaali Oy Finland 20.0%

The financial statements for the joint venture have been composed according to FAS, and they have been consolidated into Group accounts using

the equity method. If the financial statements would be composed according to IFRS, the consolidation would not be substantially different from

consolidation according to FAS.

17. Non-current receivables

EUR 1,000	2024	2023
Financial assets at fair value through profit or loss	19	952
Other receivables	52	44
Total	71	996

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 30

18. Deferred tax assets and liabilities

		Recogni-
		sed in the	Recognised		31
	1 January	income	in the balance	Exchange rate	December
EUR 1,000	2024	statement	sheet	differences	2024
Movements in deferred taxes during 2024
Deferred tax assets:
Losses of Group companies from previous financial years	5,895	-1,248			4,647
Lease liabilities	1,873	-237	1,316		2,952
From pension provisions	11	-5	-1		5
Intangible and tangible assets	1,497	-597		-2	898
Other items		36	34		70
Total	9,276	-2,050	1,349	-2	8,572
Netting of deferred taxes	-1,804				-3,150
Deferred tax assets net	7,471	-2,050	1,349	-2	5,422
Deferred tax liabilities:
Intangible and tangible assets	1,805	-170	2,059	-2	3,692
Transaction costs of financial instruments		182			182
Retained earnings of subsidiaries	2,790	-1,925			865
Other items		18	26		45
Total	4,594	-1,895	2,086	-2	4,783
Netting of deferred taxes	-1,804				-3,150
Deferred tax liabilities net	2,790	-1,895	2,086	-2	1,633

		Recogni-
		sed in the	Recognised		31
	1 January	income	in the balance	Exchange rate	December
EUR 1,000	2023	statement	sheet	differences	2023
Movements in deferred taxes during 2023
Deferred tax assets:
Losses of Group companies from previous financial years	6,672	-2,031	1,254		5,895
Lease liabilities	1,851	-154	176		1,873
From pension provisions	11	-7	7		11
Intangible and tangible assets	177	73	1,243	5	1,497
Total	8,711	-2,119	2,679	5	9,276
Netting of deferred taxes	-1,803				-1,804
Deferred tax assets net	6,908	-2,119	2,679	5	7,471
Deferred tax liabilities:
Tangible assets	1,804	-175	176		1,805
Retained earnings of subsidiaries		2,790			2,790
Total	1,804	2,615	176		4,594
Netting of deferred taxes	-1,803				-1,804
Deferred tax liabilities net	0	2,615	176		2,790

EUR 1,000	2024	2023
Deferred taxes
Confirmed losses of Group companies for which no deferred tax assets have been recognised.	18,673	17,190
The confirmed losses will expire in 2025–2030 or later.
Off-balance sheet deferred tax assets from losses in prior periods	3,735	3,438

The deferred tax assets include an item of EUR 4,124 thousand associated with unused tax losses of Nurminen Logistics Plc and Nurminen Logis-

tics Services Oy. Measures taken in 2023 to lighten the cost structure, together with the acquisition of North Rail Oy, facilitate positive development

of the operating result starting from 2024. The company’s management assesses based on the strategy figures and comprehensive supplementary

materials that the deferred tax assets recorded in the consolidated statement of financial position will likely be used, and according to the mana-

gement’s estimate, the recognised deferred tax assets will be used by the end of 2027. In addition, the management estimates that the deferred

tax assets not recognised in the balance sheet will be used by the end of 2027. EUR 4,606 thousand of losses expired in 2024, of which EUR 691

thousand had been recognised as deferred tax assets in the financial statements for 2023. In addition, deferred tax assets of EUR 480 thousand

were written down during the financial year.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 31

Sensitivity analysis when one component changes:

Forecast period 2025–2029	Change	Impact of change on recoverable amount
		The use of balance sheet deferred tax
Average forecast period profit before	Profit before taxes 90% of forecast	assets is postponed by two years.
tax is 10% less than estimated		The use of off-balance sheet deferred
		tax assets is postponed by two years.
		The use of balance sheet deferred tax
Average forecast period profit before	Profit before taxes 85% of forecast	assets is postponed by three years.
tax is 15% less than estimated		The use of off-balance sheet deferred tax
		assets is postponed by three years.
		The use of balance sheet deferred tax
Average forecast period profit before	Profit before taxes 80% of forecast	assets is postponed by three years.
tax is 20% less than estimated		The use of off-balance sheet deferred tax
		assets is postponed by three years.

Expiration of deferred tax assets:

EUR 1,000 2025 2026 2027 2028 2029 2030 2031 2032 Later Total

Deferred tax assets 521 735 347 709 1,051 761 523 4,647

19. Trade and other receivables

EUR 1,000	2024	2023
Trade receivables	10,204	9,005
Prepayments and accrued income	1,800	2,484
VAT receivables	612	313
Other receivables	245	95
Total	12,861	11,897

The company has recognised a provision for bad debts in 2024 amounting to EUR 18,538 (EUR 26,346 in 2023).

Trade and other receivables in currencies
EUR	10,677	9,136
USD	505	2,760
SEK	1,663
NOK	16
	12,861	11,896

The carrying amounts of current receivables best represent the maximum exposure to credit risk, excluding fair value of any collaterals, in the case other

party to an agreement fail to discharge an obligation concerning financial instruments. The receivables do not contain any significant concentrations of

credit risk. The carrying amounts of trade and other current receivables are in essentially equivalent to their fair values.

20. Cash and cash equivalents

EUR 1,000	2024	2023
Cash and bank balances	16,297	12,814
Cash and cash equivalents in the balance sheet	16,297	12,814

Cash and cash equivalents in the cash flow statement equal to the cash and cash equivalents in the balance sheet.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 32

21. Information about equity

The Board members of the parent company review the capital structure and gearing of the Group on regular basis. The mid- to long-term target for

gearing has been set to less than 100. The Board of the parent company may take measures if development of the gearing is unfavourable. Gearing

calculated from the consolidated statement of financial position was 71.7% at the end of 2024 and 77.6% at the end of 2023. Equity management

covers both equity and interest-bearing liabilities. The aim is to secure business continuity and cost of capital.

					Reserve for
					invested
			Share premium	Legal reserve,	unrestricted
	Number of	Equity, EUR	reserve, EUR	thousands	equity,
	shares	thousand	thousand	of euro	EUR thousand
1 January 2022	77,194,190	4,215	86	2,376	36,838
Directed free share issue in February 2022 1)	774,386
Repayment of equity in April 2022 2)					-740
Directed free share issue in July 2022 3)	133,078
Repayment of equity in September 2022 4)					-507
31 December 2022	78,101,654	4,215	86	2,376	35,591
Directed free share issue in June 2023 5)	26,201
31 December 2023	78,127,855	4,215	86	2,376	35,591
Repayment of equity in May 2024 6)					-1,563
Directed free share issue in July 2024 7)	85,309
Repayment of equity in November 2024 8)					-3,129
Directed share issue in December 2024 9)	2,339,756				2,274
31 December 2024	80,552,920	4,215	86	2,376	33,174

1) Directed free share issue in February 2022.

2) Repayment of equity in April 2022.

3) Directed free share issue in July 2022.

4) Repayment of equity in September 2022.

5) Directed free share issue in June 2023.

6) Repayment of equity in May 2024.

7) Directed free share issue in July 2024.

8) Repayment of equity in November 2024.

9) Directed share issue to the sellers of Essinge Rail AB as part of the purchase price payment. Since the share issue was carried out in order

to complete the acquisition, there was a compelling financial reason for directing the share issue. The new shares were registered in the

Finnish Trade Register on 9 January 2025.

The company’s shares have no nominal value.

The maximum share capital of the company is EUR 4,215 thousand.

The company did not hold any of its own shares on 31 December 2024.

Reserves included in equity

Share premium reserve

The share premium reserve comprises both share issue gains that arose in the years 1997–2006, less transaction costs, as well as gains from

sales of own shares.

Legal reserve

The share issue gains accrued from those share issues carried out before the entry into force of the amended Finnish Limited Liability Compa-

nies Act on 1 September 2006 have been recognised in the legal reserve.

Reserve for invested unrestricted equity

Comprises the share issue gains that have arisen from the directed share issues.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 33

22. Share-based remuneration

According to the resolution of the Annual General Meeting, 50 per cent of the annual remuneration of the members of the Board will be paid in the

company’s shares in 2024. The share of Board members’ share awards recognised as an expense in the income statement was EUR 90 thousand

in 2024. The number of shares transferred to the Board members was 85,309 based on the price on the payment date of 23 July 2024.

On 4 July 2022, the Board of Directors of Nurminen Logistics Plc decided to create two new share-based incentive programmes for the company’s

key personnel: a performance-based share bonus plan 2022–2026 and a share bonus plan to encourage commitment 2022–2026.

The aim of the programmes is to harmonise the goals of key personnel and the shareholders of Nurminen Logistics Plc and, thus, increase the

company’s value in the long term, promote economic and efficient performance, as well as encourage commitment of key personnel to the company

by offering them a competitive, performance-based earnings opportunity.

Performance Share Plan 2022–2026

The Performance Share Plan 2022–2026 consists of three performance periods, covering the financial years of 2022–2024, 2023–2025 and

2024–2026 respectively.

In the plan, the target group is given an opportunity to earn Nurminen Logistics shares based on achieving performance targets set by the Board

of Directors. The Board of Directors decides on the plan’s performance criteria and targets to be set for each criterion at the beginning of a perfor-

mance period. The potential rewards based on the plan will be paid after the end of each performance period.

During the performance period 2022–2024, the following performance criteria are used as the basis for the reward:

• Total Shareholder Return (TSR), weight 50%

• Operative Cash Flow and Change in Net Working Capital, weight 50%

• employee satisfaction (eNPS), a variable that can vary between 0.9 and 1.1.

The gross rewards to be paid on the basis of the performance period 2022–2024 correspond to the value of an approximate maximum total of

500,000 shares of Nurminen Logistics Plc. The Board of Directors has approved approximately 10 key employees as eligible for participating in

the performance period 2022–2024.

Earning period 2023–2025 of the Performance Share Plan 2022–2026

On 21 November 2023, the company’s Board of Directors decided on a new earning period for the plan, covering the financial years 2023–2025.

The target group of the plan during the earning period 2023–2025 includes the company’s CEO and all members of the Management Team. In

the earning period 2023–2025, the rewards are based on the total shareholder return (TSR) on Nurminen Logistics Plc’s share and the ratio of net

debt to EBITDA at the end of the financial year 2025.

The gross bonuses to be paid for the earning period are equal to a maximum total of 376,000 Nurminen Logistics Plc shares, including the cash

share. Any rewards for the earning period 2023–2025 will be paid by the end of May 2026, partly in Nurminen Logistics Plc shares and partly in

cash. The cash share is intended to cover the taxes and statutory social security contributions resulting to the participant from the remuneration.

The amount of remuneration paid based on the plan will be cut if the maximum value for remuneration paid for the earning period 2023–2025 set

by the Board of Directors is reached.

Earning period 2024–2026 of the Performance Share Plan 2022–2026

On 30 May 2024, the company’s Board of Directors decided on a new earning period for the plan, covering the financial years 2024–2026.

The target group of the plan during the earning period 2024–2026 includes the company’s CEO and all members of the Management Team. In

the earning period 2024–2026, the rewards are based on the total shareholder return (TSR) on Nurminen Logistics Plc’s share and the ratio of net

debt to EBITDA at the end of the financial year 2026.

The gross bonuses to be paid for the earning period are equal to a maximum total of 376,000 Nurminen Logistics Plc shares, including the cash

share. Any rewards for the earning period 2024–2026 will be paid by the end of May 2027, partly in Nurminen Logistics Plc shares and partly in

cash. The cash share is intended to cover the taxes and statutory social security contributions resulting to the participant from the remuneration.

The amount of remuneration paid based on the plan will be cut if the maximum value for remuneration paid for the earning period 2023–2025 set

by the Board of Directors is reached.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 34

Restricted Share Plan 2022–2026

The Restricted Share Plan is intended to be used as a tool in specific situations seen necessary by the Board of Directors, for example ensuring

retention of key talents, attracting new talent or other specific situations determined by the Board.

The reward from the Restricted Share Plan 2022—2026 is based on a valid employment or director contract and the continuity of the employment

or service. The plan is intended for selected key employees only, based on the decision by the Board of Directors.

The rewards to be earned on the basis of the plan will be paid by the end of May 2024, 2025 or 2026 but in any event a minimum twelve (12)

months after the determination of the Reward.

The gross rewards to be allocated during 2022–2026 on the basis of the restricted share plan correspond to the value of maximum 500,000 Nur-

minen Logistics Plc shares.

CEO Performance Share Plan

On 21 November 2023, the Board of Directors of Nurminen Logistics Plc resolved to establish a new Performance Share Plan for the CEO of the

company. The purpose of the plan is to align the objectives of the company’s shareholders and the CEO for increasing the value of the company

in the long term.

The CEO Performance Share Plan consists of one earning period, which begins on 21 November 2023 and ends at the end of May 2028.

In the plan, the CEO has an opportunity to earn Nurminen Logistics Plc shares as a reward based on the Total Shareholder Return (TSR) of the

company. The potential rewards from the plan will be paid in three instalments during the financial years 2026–2028.

The value of the gross rewards to be paid on the basis of the plan corresponds to an approximate maximum total of 608,000 Nurminen Logistics

Plc shares, also including the proportion to be paid in cash. The potential rewards from the plan will be paid partly in Nurminen Logistics Plc shares

and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward

to the CEO.

The assumptions used in the accounting entries for the share-based remuneration plan are described in the following tables:

	CEO
	Performance	Performance	Performance	Performance	Restricted
	Share	Share	Share	Share	Plan
Plan	Plan	Plan	Plan	Plan	2022–2026
	Instalments		Plan	Plan
Instrument	2023–2025	Plan 2022–2024	2023–2025	2024–2026	Payment 2025
Granting dates	21 November	4 July 2022	21 November	30 May 2024	6 June 2023
	2023		2023
Fair value of the share reward at the time of granting, EUR	0.79	0.69	0.79	0.54	1.07
Share price at the time of granting, EUR	0.92	0.77	0.92	1.14	1.11
Share price limit of the reward, EUR	3.00	3.00	3.00	3.00	3.00
Maximum number of shares paid	608,000	500,000	376,000	376,000	60,000
Share price at the end of the financial year	1.05	1.05	1.05	1.05	1.05
Earning period start date	21 November	4 July 2022	21 November	30 May 2024	6 June 2023
	2023		2023
Earning period end date	31 May 2027–	31 May 2025	31 May 2026	31 May 2027	31 May 2025
	31 May 2028
Number of persons in the plan	1	3	5	5	7
Changes during the financial year
Number of share rewards at the beginning of the year	608,000	256,000	376,000		60,000
Granted				376,000
Lost		40,000	40,000	40,000
Number of share rewards at the end of the year	608,000	216,000	336,000	336,000	60,000

The value of the share at the time of granting, or the fair value of the share, is defined as follows: the value of the share at the time of granting is

the share price of the granting date less estimated dividends paid during the earning period.

The expense included in the income statement is specified in the following table:

EUR 1,000 2024 2023

Cost impact of share-based payments, paid in shares 213 30

The expense to be recognised in the 2025–2028 financial years was estimated on 31 December 2024 to be approximately EUR 367 thousand.

The actual amount may differ from the estimate. The taxes payable on behalf of employees are estimated to be approximately EUR 235

thousand for the ongoing programmes.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 35

23. Defined benefit pension plans

Characteristics of the defined benefit pension plan

The employer has promised an additional pension benefit to a group of employees. The additional pension arrangements result from a prior acquisi-

tion. In order to fulfil its promise, the employer has taken out additional pension insurance policies from a life insurance company. The arrangement

is closed to new employees, and it covers 24 persons, none of whom are members of the Management Team. In addition to the old-age pension

benefit, the additional pension insurance policies include any survivor’s pension benefit and burial insurance.

The insurance company collects insurance premiums annually from the employer. The insurance premium is primarily comprised of index increases

paid on the earned benefits. The benefits paid after retirement are annually increased by the TyEL index specified in the insurance policies. The

insurance company indemnifies the paid pensions with its own, yield-based index, and any deficit compared to the paid TyEL index is charged to

the employer as an “index difference charge”. In addition, the pension premium includes a management expense component to cover the insurance

company’s expenses for managing the plans.

Depending on the insurance policy, 3.5% or a lower interest rate is used in calculating the insurance premiums.

Risks relating to defined benefit plans

Changes in the yield expectations of bonds: In the employer’s IFRS financial statements disclosures, in deviation from the national practice, the

obligation resulting from the pension promise is measured at market values. The pension obligation recognised for the additional pension insurance

policies in the IFRS financial statements depends on the yield expectations of bonds issued by reputable companies at the closing date. If the yield

expectation decreases, the pension obligation calculated according to IAS 19 increases. Because the employer is not liable for the investment risk,

an increase in the yield expectation also affects the value of the assets corresponding to the pension obligation, determined under the principles

of IAS 19. The value of the assets increases when the yield expectation decreases, which offsets the increase in the pension obligation.

Inflation risk: The risk of inflation is taken into consideration in calculating the pension obligation. Inflation is an estimate of the long-term change in

consumer prices. The inflation assumption used in the calculation is market-based, and its horizon must correspond with the average duration of

the pension obligation. In accordance with the insurance policies, the pensions paid in the plan are tied to the TyEL index, changes in which depend

on actual inflation (80%) and general wage index (20%). The employer is liable for the difference between the TyEL index and the index rebate

granted by the insurance company. High inflation results in an increase in the pension obligation and thereby additional expenses for the employer.

Mortality risk: If the pension benefit recipient’s actual lifetime is higher than expected, the insurance company covers the resulting risk. The

Gompertz mortality model, used in the statutory pension system, is used in the IFRS calculations. Any change in the mortality model used by the

insurance company will only be reflected in the employer’s future insurance premiums.

Other risks: When a person with a paid-up policy retires, the final amount of the pension is revised, and this might result in additional costs to the

employer. Moreover, in these cases where the benefits are tied to the TyEL index, index increases between the granting of a paid-up policy and

start of the pension for which the employer is liable will only be charged in the year the pension is granted.

Uncertainty of future cash flows: A sensitivity analysis as of the end of the reporting period is disclosed in IFRS reporting for each significant actuarial

assumption, indicating how somewhat possible changes in the actuarial assumption would have affected the defined benefit pension obligation

during the year. The pension obligation of the sensitivity analysis is calculated using the projected unit credit method. The sensitivity analysis only

takes into consideration the impact of changes in actuarial assumptions on the pension obligation and corresponding assets so that a change in

the assumptions does not have an effect on the insurance premiums paid during the year and taken into consideration in assets

Defined benefit obligations

EUR 1,000	2024	2023
Expense through profit or loss from defined benefit plans
Net interest (+expense/-income)	2	2
Expense through profit or loss from defined benefit plans	2	2
Re-measurement of the defined benefit pension plan
Changes in financial assumptions	13	-22
Yield of the assets included in the plan, excluding items relating to net interest	-13	53
Empirical changes	-5	3
Recognised in comprehensive income, total remeasurement effect	-5	34
In statement of financial position
Current value of defined benefit obligations transferred to reserves	439	491
Fair value of plan assets	-416	-437
Net defined benefit debt	23	54
Changes in the fair value of plan assets
Assets at 1 January	437	469
Interest income	16	15
Yield of assets, excluding interest income included in net interest expense	13	-3
Employer’s contributions	27	37
Benefits paid	-77	-81
Assets at 31 December	416	437

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 36

Change in the current value of the plan obligation	2024	2023
Obligation at 1 January	491	524
Interest expense	18	17
Changes resulting from actuarial assumptions	8	32
Benefits paid	-77	-81
Obligation at 31 December	439	491
The estimated payments to defined benefit plans amount to EUR 6 thousand in 2025.
Key actuarial assumptions	2024	2023
Discount rate, %	3.0%	3.9%
Future pay increase, %	0.0%	0.0%
Insurance company’s customer rebate, %	0.0%	0.0%
Increase in benefits, %	2.1%	2.6%
Inflation, %	1.9%	2.4%

Sensitivity analysis of significant actuarial assumptions

Possible changes in certain significant actuarial assumptions, should the other variables remain unchanged, would have had the following effect

on the defined benefit obligation:

Assumptions	Change in assumption	2024	2023
Discount rate
	0.50% increase	-13	-15
	0.50% decrease	14	16
Increase in benefits	0.50% increase	12	14
	0.50% decrease	-11	-13

- an increase/decrease of 0.50% in the discount rate would result in a 3.0%/3.3% decrease/increase in the defined benefit obligation

- an increase/decrease of 0.50% in the benefit increase assumption would result in a 2.8%/2.6% increase/decrease in the defined benefit

pension obligation

The sensitivity analysis presented above might not necessarily give a true view of the actual impacts of the changes. Should several assumptions

change simultaneously, the combined effect of these changes might not be the same as the sum of individual changes. If the changes in the

assumptions differ from the amounts described above, the effect on the defined benefit obligation will not necessarily be linear.

EUR 1,000	2024	2023
Maturity distribution of non-discounted pension liability
During the next 12 months	78	86
1–5 years	190	220
5–10 years	126	148
Over 10 years	159	219
Total	553	673

The average duration of the defined benefit obligation was 6 years at the end of the reporting period.

24. Interest-bearing liabilities

EUR 1,000	2024	2023
Interest-bearing net liabilities
Non-current interest-bearing liabilities	35,113	27,173
Current interest-bearing liabilities	10,711	21,240
Interest-bearing liabilities, total	45,824	48,413
Cash and cash equivalents	16,297	12,814
Interest-bearing net liabilities, total	29,527	35,599
Interest-bearing liabilities in currencies
EUR	38,065	48,413
SEK	7,759

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 37

25. Trade payables and other liabilities

EUR 1,000	2024	2023
Current
Trade payables	5,339	6,151
Advances received	502	3,881
Other liabilities	633	573
Accrued expenses	5,275	5,909
Total trade payables and other liabilities	11,748	16,514
Trade payables and other liabilities in currencies
EUR	9,989	15,831
SEK	1,220	7
NOK		71
USD	539	592
CHF		12
	11,748	16,514
Non-current
Other liabilities	23	54
Non-current liabilities, total	23	54

The most significant items under accrued expense consist of operational accrued expenses of EUR 1,489 thousand in 2024 (EUR 1,493 thousand

in 2023) and accrued personnel expenses of EUR 2,705 thousand in 2024 (EUR 2,630 thousand in 2023).

26. Financial Risk Management

The goal of the Group’s risk management is to minimise the harmful effects of changes in the financial markets on the Group’s result and equity. The

policy for managing financial risks is based on the main principles approved by the Board of Directors. The company’s finance department is respon-

sible for daily risk management within the limits set by the Board.

Currency risk

Currency risk arises from foreign currency imports and exports, from the financing of foreign subsidiaries and from the translation of subsidiaries’

equity in foreign currency.

The Group manages the currency risk inherent in cash flows by keeping foreign currency income and expense cash flows in the same currency, and

by matching them simultaneously to the extent possible. If matching is not possible, part of an open exposure may be hedged.

Foreign currency transaction risk exposure can be hedged if its countervalue exceeds EUR 500 thousand. Exposures greater than EUR 2 million are

hedged 50–110%. Foreign currency risk of the net translation exposure can be hedged 25–75%. Instruments used in hedging include forward cont-

racts and plain vanilla options. Exotic options are forbidden. The hedge ratio is considered based on the current economic trends and the predicted

currency prospects as well as the functionality of each currency’s hedge market. In extraordinary hedging market circumstances, the company may

deviate from the guidelines above.

Currency amounts in bank accounts should be kept as small as possible without disturbing payment transactions. The amount of cash and cash

equivalents denominated in foreign currencies may not exceed three per cent of the balance sheet total.

Interest rate risk

Interest rate risks to the Group derive mainly through interest-bearing debts. The purpose of interest rate risk management is to diminish the effect of

market interest rate movements on cash flows from financing. Hedging instruments may include forward rate agreements and interest rate futures,

interest rate swaps and interest collar agreements.

Liquidity Risk

The purpose of liquidity risk management is to ensure sufficient financing in all situations. Funds required for about two weeks’ payment transactions

will be reserved as a buffer for liquidity of payment transactions. The Group aims to guarantee the availability and flexibility of financing by using a

number of financial institutions and financing methods in raising finance.

The financial statements are based on the principle of business continuity. The management of the company estimates that the cash flow will cover

the current business needs and liabilities for the next 12 months. The sufficiency of cash flows from operations is subject to risks if estimates deviate

considerably from expectations. If the Group is unable to secure sufficient long term financing arrangements, the continuity of operations can be at

risk. The measurement of the assets in the financial statements is based on the going concern assumption. If the forecasts do not materialise, it may

be necessary to recognise impairment losses on assets.

Credit risk

The goal of managing credit risk is to minimise losses which are caused by the other party neglecting their obligations. The Group manages the

counterparty risk based on the customer credit rating and engages in active debt collection, when necessary.

The Group has made ECL measurement analysis according to IFRS 9. The provision for credit losses is recognised in profit or loss.

The Group has not applied hedge accounting for interest rates or currencies, nor has it used hedging instruments during 2024 and 2023.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 38

INTEREST RATE RISK

Sensitivity analysis for interest rate risk

In calculating the sensitivity to changes in the interest rate level, the following assumptions have been used:

• the change in the interest rate level has been assumed to be +/– 100 bps

• At a time of negative reference interest rates, interest rate movements affect as diluted. In the analysis, reference interest rates are thought to be at

least zero.

Sensitivity analysis for variable interest rate loans

		2024
	31 December 2024	Income statement 100 bp
EUR 1,000		Increase	Decrease
Total amount of variable interest rate loans	23,839
Variable interest rate instruments		-224	224
Total effect		-224	224

		2023
	31 December 2023	Income statement 100 bp
EUR 1,000		Increase	Decrease
Total amount of variable interest rate loans	30,951
Variable interest rate instruments		-256	-256
Total effect		-256	-256

Market-based loans are raised mainly as variable interest rate loans. Nurminen Logistics hedges the interest rate risk of market-based loans by

selecting the interest rate periods and with derivative instruments, mainly interest rate swaps. No interest rate swaps were used in 2024 and 2023.

CURRENCY RISK

n calculating the sensitivity to changes in exchange rates, the following assumptions have been used:

• the change in the exchange rate has been assumed to be +/– 10%

• other variables remain constant

				2024
			Trade receivables 10%		Trade payables 10%
EUR 1,000	USD	decreases	increases	decreases	increases
Total currency items
Trade receivables	505
Trade payables	539
Total effect		-44	54		47	–58

				2023
			Trade receivables 10%		Trade payables 10%
EUR 1,000	USD	decreases	increases	decreases	increases

Total currency items

Trade receivables 2,760

Trade payables 592

Total effect -239 292 51 -63

		Balance sheet exchange rate
Exchange rates used	2024	2023
USD	1.04	1.11

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 39

LIQUIDITY RISK

The contractual cash flows of loan instalments and interests at 31 December 2024 were the following:

EUR 1,000	1–3 months	4 months–1 year	2–5 years	5 years –>
Loans from financial institutions	1,063	2,069	20,878
Credit limit
Purchase price debt		4,990	3,117
Lease liabilities	883	2,582	12,304	2,541
Trade payables	5,339
Interest to financial institutions	619	1,944	3,389
Total	7,904	11,585	39,689	2,541

The contractual cash flows of loan instalments and interests at 31 December 2023 were the following:

EUR 1,000	1–3 months	4 months–1 year	2–5 years	5 years –>
Loans from financial institutions	2,425	10,854	10,153	8,019
Credit limit	2,652
Purchase price debt	4,700
Lease liabilities	293	700	2,370	10,333
Trade payables	6,151
Interest to financial institutions	882	1,591	3,341	1,077
Total	17,103	13,145	15,864	19,429

During the financial year, North Rail Oy took out a bullet loan facility of EUR 12.0 million, which will fall due in full on 24 July 2027. The loan

agreement signed with Hoplo Opportunities Fund II SCSp on 1 August 2024 agrees on the following covenants:

the company’s equity ratio must remain above 50%, the interest coverage ratio must not fall below the ratio of 4.00:1 and the company’s gearing

must not exceed the ratio of 1.50:1. The equity ratio is calculated as the ratio of the equity shown on North Rail Oy’s balance sheet to the balance

sheet total. The interest coverage ratio is calculated from the ratio of adjusted EBITDA to interest expenses and gearing from the ratio of net debt to

adjusted EBITDA. The covenants are tested monthly and the covenants have been met.

On 14 June 2023, the company entered into an amendment agreement with Ilmarinen, according to which the outstanding principal of the loan

will be paid on 30 September 2024 (the loan principal as at 31 December 2023 was EUR 5,353 thousand). The loan was paid on 30 September

2024.

The group took out a EUR 3.5 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj during the financial period 2021 (the

loan principal as at 31 December 2023 was EUR 1,500 thousand). The loan was paid in September 2024.

During the previous financial year, the company took out a EUR 0.5 million loan from Oma Säästöpankki Oyj (the loan principal as at 31

December 2023 was EUR 500 thousand). The loan was paid in September 2024.

The company took out a EUR 3.5 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj during the financial year. The loan

was paid in September 2024.

The company took out a EUR 4.0 million premium loan from Ilmarinen during the previous financial year. The loan principal as at 31 December

2024 is EUR 3,111 thousand.

The company took out a working capital loan of EUR 3.0 million from Finnvera during the previous financial year. The loan principal as at 31

December 2024 is EUR 2,308 thousand.

The company took out a EUR 6.0 million loan with a fixed amortisation schedule from Danske Bank A/S, Finland Branch during the financial period.

The loan principal as at 31 December 2024 is EUR 6,000 thousand. The following covenants have been agreed in the loan agreement: the ratio of

the Group’s interest-bearing net liabilities to EBITDA must be no more than 3.5 at the end of each review period. Interest-bearing net liabilities refer

to the total amount of financial and lease liabilities recognised on the Group’s balance sheet less cash and cash equivalents. The review period is a

six-month period ending on 30 June and 31 December. In addition, the Group’s equity ratio must remain above 35%. Equity ratio is calculated on

the basis of the ratio of equity to the consolidated balance sheet total less advances received. The covenants have been fulfilled.

Changes in long-term interest bearing debts

	1				Other changes	31
	January	Cash flows	Cash flows from		with no cash	December
	2024	from additions	disposals	Divestments	flow effect	2024
Long-term liabilities, interest bearing	18,172	21,132		-10,780	-8,555	19,970
Contingent consideration				2,744	26	2,769
Long-term leasing liabilities, interest bearing	9,001			-6,346	9,718	12,374
Total	27,173	21,132		-14,381	1,188	35,113

Changes in short-term interest bearing debts

	1				Other changes
	January	Cash flows	Cash flows from		with no cash	31 Decem-
	2024	from additions	disposals	Divestments	flow effect	ber 2024
Short-term liabilities, interest bearing	15,931		-19,996	-871	8,067	3,132
Current purchase price debt	4,700		-4,700	2,986	15	3,001
Contingent consideration				1,979	10	1,989
Long-term leasing liabilities, interest bearing	609		-1,159	-215	3,354	2,589
Total	21,240		-25,854	3,880	11,445	10,710

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 40

Changes in long-term interest bearing debts

	1				Other changes	31
	January	Cash flows	Cash flows		with no cash	December
	2023	from additions	from disposals	Divestments	flow effect	2023
Long-term liabilities, interest bearing	15,568	10,556			-7,951	18,172
Long-term leasing liabilities, interest bearing	8,947				54	9,001
Total	24,515	10,556			-7,897	27,173

Changes in short-term interest bearing debts

	1				Other changes	31
	January	Cash flows	Cash flows		with no cash	December
	2023	from additions	from disposals	Divestments	flow effect	2023
Short-term liabilities, interest bearing	10,004	6,631	-35,985	27,330	7,951	15,931
Current purchase price debt				4,700		4,700
Long-term leasing liabilities, interest bearing	550		-791		850	609
Total	10,554	6,631	-36,776	32,030	8,801	21,240

CREDIT RISK

Maximum exposure to credit risk	EUR 1,000
2024	10,204
2023	9,005

Aging of trade receivables

		Past due less	Past due	Past due over
EUR 1,000	Not past due	than 30 days	30–120 days	120 days	Total
2024	7,970	1,574	435	224	10,204
2023	7,537	783	305	380	9,005

The amount of the credit loss provision recognised to cover uncertain receivables at the end of the financial year was EUR 18.5 thousand, all of

which is allocated to the oldest category in the age distribution.

Nurminen Logistics has no significant risk concentrations.

27. Other leases

The Group as lessee

Lease liabilities for off-balance sheet leases where the value of the asset group is insignificant or short-term:

EUR 1,000	2024	2023
Less than one year	1,792	411
Between one year and five years	456	268
Total	2,248	680

In accordance with the IFRS 16 standard, leases are recognised as fixed assets and lease liabilities in the consolidated balance sheet.

Nurminen Logistics’ other leases mainly consist of different kinds of ICT equipment, office automation equipment, vehicles and smaller office

premises.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 41

28. Contingencies and commitments

EUR 1,000	2024	2023
Liabilities and contingent liabilities secured by corporate mortgages and pledges
Loans from financial institutions	23,963	36,151
Customs duties and other guarantees	7,672	9,222
Interest-bearing accounts for which business mortgages have been given and subsidiary shares pledged
Credit limit	3,000	3,000
Unused credit	3,000	348
Pledges given on own behalf
Book value of pledged subsidiary shares	50,073	43,766
Mortgages given on own behalf
Company mortgages	59,900	43,500
Real estate mortgages	2,242	25,125
The Group as lessor: lease guarantees for off-balance sheet leases
Deposit guarantee from 1 April 2021 to 1 April 2023 and then until further notice rental security		599

Kiinteistö Oy Luumäen Suoanttilantie 101. The lease agreement was terminated in January 2022.

The District Court of Helsinki has issued a unilateral decision for the company to apply for the rental guarantee received. However, the

recovery of the rental guarantee has not been successful, so rental guarantees received are no longer presented for the financial year.

29. Related party transactions

The company’s related parties include the members of the Board of Directors and those of the Management Team as well as companies under

their control. Related parties are also those shareholders who have direct or indirect control or significant influence in the Group. The business

transferred to new John Nurminen in the demerger of John Nurminen Ltd is also considered to be related party. The holding of RailCap Oy, a

company controlled by a related party, in North Rail Oy is 10.1%.

Related party transactions with companies controlled by Board members

EUR 1,000	2024	2023
Sales	2	8
Purchases		3
Current receivables	2	4
Shareholder loans		167

On 8 January 2024, Nurminen Logistics announced Board member Juha Nurminen’s transfer notification concerning 84,388 shares.

On 26 June 2024, Nurminen Logistics announced Board member Juha Nurminen’s acquisition notification concerning 188,235 shares and the

transfer notification of JN Uljas Oy, controlled by Board member Juha Nurminen, concerning 188,235 shares.

On 23 July 2024, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Irmeli Rytkönen, Chair of the Board of

Directors subscribed for 28,436 shares, Juha Nurminen, member of the Board of Directors subscribed for 14,218 shares, Olli Pohjanvirta, member

of the Board of Directors subscribed for 14,219 shares, Karri Koskela, member of the Board of Directors subscribed for 14,218 shares and Erja

Sankari, member of the Board of Directors subscribed for 14,218 shares.

On 1 October 2024, Nurminen Logistics announced the acquisition notice of Board member Juha Nurminen concerning 370,874 shares and the

transfer notice of JN Uljas Oy, controlled by Board member Juha Nurminen, concerning 370,874 shares.

On 18 December 2024, Nurminen Logistics announced Board member Juha Nurminen’s acquisition notification concerning 314,202 shares and

the transfer notification of JN Uljas Oy, controlled by Board member Juha Nurminen, concerning 314,202 shares.

On 30 December 2024, Nurminen Logistics announced President and CEO Olli Pohjanvirta’s transfer notification concerning 120,000 shares.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 42

EUR 1,000	2024	2023
CEO, the members of the Board and the Management Team
Salaries and other short-term employee benefits	2,172	1,983
Statutory pension payments	428	323
Share-based payments	90	90
Total	2,690	2,396

EUR 1,000	2024	2023
Salaries and fees
President and CEO
Olli Pohjanvirta	863	755
Members of the Board
Juha Nurminen	38	39
Olli Pohjanvirta	38	30
Irmeli Rytkönen	77	78
Erja Sankari	43	43
Karri Koskela	46	38
Victor Hartwall (until 12 April 2023)		30
Total	1,105	1,012

Members of the Board and the President and CEO owned 18.1% of company shares on 31 December 2024 either directly or indirectly through

companies under their control.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 43

30. Acquisitions and divested businesses

Nurminen Logistics Plc acquired the entire share capital of the Swedish railway logistics company Essinge Rail AB through the transaction

completed on 13 December 2024. With the acquisition, Nurminen Logistics Plc will become a significant railway operator in the growing freight

traffic between the Nordic countries and mainland Europe, serving Nordic and international companies in the industrial, technology and trade

sectors. The acquisition is part of Nurminen Logistics’ international growth strategy, which focuses on customer-oriented rail transport.

Essinge Rail AB is a logistics company specialising in international railway logistics that transports approximately 4,500 freight wagons from

Central Europe to the Nordic countries each year. In addition, the company has its own railway terminal in Fröv, a railway hub in Sweden. The

flows of goods transported by Essinge Rail AB mainly consist of consumer goods, and the need for low-emission railway solutions for transpor-

ting these is increasing due to customer demands.

In addition, Nurminen Logistics Services Oy acquired ILP-Group Logistics Oy, which operates in Vantaa and Espoo, on 30 October 2024.

ILP-Group Logistics has been operating in the logistics sector since 1994 and specialises in comprehensive warehousing services, maritime, air

and road transport as well as forwarding. Following the acquisition, Nurminen Logistics Services strengthens its terminal operations in Finland

and expands its service offering to its customers.

The acquisition of ILP-Group Logistics resulted in an income of EUR 40 thousand as a difference in the purchase price and the fair values of the

acquired company, recognised in other operating income.

According to preliminary calculations, the consideration for the acquisition, the net assets acquired and the goodwill were as follows. These

preliminary calculations may be adjusted within 12 months of the date of acquisition to take into account any new information relating to the

facts and circumstances prevailing at the time of acquisition.

		ILP-Group
EUR 1,000	Essinge Rail AB	Logistics Oy
Consideration paid in cash for the acquisition	4,489	0
Shares issued	2,274
Purchase price debt	2,986
Contingent consideration	4,723
Total consideration	14,472	0
Customer relationships	3,756
Other intangible fixed assets		94
Property, plant and equipment	1,494	137
Right-of-use assets	119
Non-current receivables	49
Trade and other receivables	3,385	424
Deferred tax assets	936
Cash in hand and at bank	2,635
Deferred tax liabilities	-766
Loans from financial institutions		-280
Lease liabilities	-119
Trade payables and other current liabilities	-2,288	-334
Deferred tax liabilities	-1,155
Acquired net assets	8,047	40
Difference, gain from the bargain purchase		-40
Difference, goodwill	6,425
Consideration for acquisition - cash flows:
Cash consideration paid during the financial year 2024	-4,489	0
Less:
Cash in hand and at bank on the balance sheet at the time of acqui- sition	2,635
Net cash flows, investment during the financial year	-1,853	0

Acquisition-related expenses of EUR 101 thousand are included in administrative expenses in the income statement and cash flow from

operating activities in the cash flow statement.

The balance sheet on 31 December 2024 included EUR 3.0 million of current purchase price debt for the acquisition of Essinge Rail AB. The

debt will be paid during the financial year 2025 and is presented in the group of short-term financial liabilities.

A contingent consideration has been recognised for the acquisition of Essinge Rail AB, the amount of which is dependent on the EBITDA of the

acquired company in accordance with the confirmed financial statements for the financial years ended on 31 December 2024 and 31 December

2025. The contingent consideration is recognised in the balance sheet at the probable amount and measured at the fair value at the time of

acquisition. The contingent consideration is included in short-term and long-term financial liabilities.

Notes to the consolidated financial statements

Nurminen Logistics Plc I Financial statements 2024 44

The net sales of the acquired business after the acquisition date in 2024 were EUR 0.9 million and the result for the period was EUR -0.1

million. The full-year net sales in 2024 were EUR 24.3 million and the result for the period was EUR 1.8 million. Had the business been

combined with the Group as of 1 January 2024, the Group’s net sales in 2024 would have been EUR 128.1 million and the result for the period

EUR 14.2 million.

In September 2024, Nurminen Logistics Plc sold its majority of 51% Kiinteistöosakeyhtiö Helsinki Satamakaari 24 to Ilmarinen. According to the

final calculation, the purchase price was EUR 11.4 million, and the transaction resulted in a capital gain of EUR 2.0 million, which was recogni-

sed as an item affecting comparability in other operating income for the financial year 2024. The transaction reduced the Group’s tangible assets

excluding lease commodities by EUR 30 million and interest-bearing financial liabilities by EUR 12 million. The company’s current lease in the

property will continue for five years from the date of the transaction, and as a result of the transaction, the company’s right-of-use assets and

IFRS lease liabilities increased by approximately EUR 6 million.

In the comparison period 2023, Nurminen Logistics Plc acquired Operail Finland Oy together with Finnish investors. The acquisition date was 14

February 2023. Nurminen Logistics Plc’s holding in the acquired company is 79.8% and non-controlling interests 20.2%, of which a related

party’s holding is 10.1%. Operail Finland Oy currently operates under the name North Rail Oy.

In December 2023, Nurminen Logistics Plc recognised to other operating income a total of EUR 12.3 million as a non-recurring item affecting

comparability. The recognised item was the difference between the purchase price and the fair value of the net assets. The share of the item

belonging to non-controlling interests is EUR 2.5 million and the share belonging to the owners of the parent company is EUR 9.8 million.

The details of the business combination are presented in Note 30 to the consolidated financial statements for the financial year ended 31

December 2023.

31. Legal proceedings

The company has no pending legal proceedings.

32. Events after the balance sheet date

Nurminen Logistics announced on January 9, 2025, a directed share issue in which 2,339,756 new shares were registered in the trade register

and issued to the sellers of Essinge Rail Ab as part of the purchase price payment. After the registration of the new shares, the total number of the

Company’s shares is 80,552,920.

No other significant events occurred after the financial year.

Distribution of ownership

Nurminen Logistics Plc I Financial statements 2024

Distribution of ownership 31 December 2024

Number of

pcs

Number of

shareholders

pcs

% of

shareholders

Number of

Pcs

% of shares

and votes

1–100 2,073 30.77% 87,816 0.11%

101–1,000 2,734 40.58% 1,326,258 1.70%

1,001–10,000 1,706 25.32% 5,307,388 6.79%

10,001–100,000 189 2.80% 5,053,874 6.46%

100,001–1,000,000 23 0.34% 8,129,524 10.39%

over 1,000,000 13 0.19% 58,308,304 74.55%

Total 6,738 100.0% 78,213,164 100.00%

Nominee registered 7 0.10% 2,362,630 3.02%

Largest shareholders 31 December 2024

Number of shares

Pcs

% of shares

and votes

Suka Invest Oy 12,608,419 16.12

Ilmarinen Mutual Pension Insurance Company 11,655,795 14.90

Nurminen Juha Matti 7,016,049 8.97

K. Hartwall Invest Oy Ab 6,462,585 8.26

Avant Tecno Oy 5,739,375 7.34

Railcap Ltd 2,910,574 3.72

Verman Group Oy 2,524,297 3.23

JN Uljas Oy 1,843,083 2.36

Relander Pär-Gustaf 1,757,686 2.25

Pohjanvirta Olli Mikael 1,336,500 1.71

Jocer Oy Ab 1,176,132 1.50

Cyberdyne Invest Oy

4Capes Oy

VGK Invest Oy

Vertanen Janne Olavi

Nurminen Juha Matti

Nurminen Mikko Johannes

Assai Oy

Anmiil Oy

Partnos Oy

Tuunanen Taito

H.G. Paloheimo Oy

Other 6,716 shareholders

1,075,920

672,146

648,000

631,075

619,546

595,581

557,042

556,761

393,847

377,182

316,804

16,738 765

1.38

0.86

0.83

0.81

0.79

0.76

0.71

0.50

0.48

0.41

21.40

Total 78,213,164 100.00

Shareholders by type 31 December 2024

Number of shares

Pcs

% of total shares

and votes

Private companies 36,177,541 47.70%

Financial and insurance institutions 3,398,042 4.48%

Public sector organisations 11,655,795 15.37%

Households 24,379,759 32.14%

Foreign 237,465 0.31%

Non-profit organisations 1,932 0.00%

Nominee registered 2,362,630

Total 78,213,164 100%

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

Parent Company’s Income Statement

EUR 1,000 Note 2024 2023

NET SALES 1 2,306 1,997

Other operating income 2 3,478 3,376

Personnel expenses 3 -2,060 -2,295

Depreciation, amortisation and impairment losses 4 -345 -374

Other operating expenses 5 -6,084 -5,359

OPERATING RESULT -2,706 -2,656

Financial income and expenses 6 9,167 1,810

RESULT BEFORE APPROPRIATIONS AND TAXES 6,460 -846

Appropriations 7

Income taxes 8 -645 -114

RESULT FOR THE PERIOD 5,816 -959

Parent Company’s Balance Sheet

EUR 1,000 Note 2024 2023

ASSETS

Non-current assets

Intangible assets 1 1,055 1,127

Tangible assets 1 69 70

Investments 2 54,188 49,141

Total non-current assets 55,312 50,337

Current assets

Non-current receivables 3,5 1,459 1,064

Current receivables 3 8,354 7,219

Cash in hand and at bank 908 393

Total current assets 10,720 8,676

TOTAL ASSETS 66,032 59,013

EQUITY AND LIABILITIES

Equity

Share capital 4 4,215 4,215

Share premium reserve 4 86 86

Other reserves

Legal reserve 4 2,374 2,374

Reserve for invested unrestricted equity 4 34,001 36,449

Retained earnings/loss 4 –6,471 -5,511

Profit (loss) for the period 4 5,816 -959

Total equity 40,020 36,653

Liabilities

Non-current liabilities

Non-current liabilities 6 11,455 6,419

Current liabilities

Current liabilities 7 14,557 15,941

Total liabilities 26,012 22,360

TOTAL EQUITY AND LIABILITIES 66,032 59,013

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

Parent Company’s Cash Flow Statement

EUR 1,000 Note 2024 2023

Cash flow from operating activities

PROFIT/LOSS FOR THE FINANCIAL PERIOD 5,816 -959

Adjustments:

Depreciation, amortisation and impairment losses 4 345 374

Financial income (-) and expenses (+) 6 -9,121 -1,810

Income taxes 8 645 114

Other adjustments 99

Cash flow before changes in working capital -2,217 -2,282

Changes in working capital:

Increase (-) / decrease (+) in non-interest bearing current receivables -2,975 626

Increase (+) / decrease (-) in non-interest bearing current payables 602 1,041

Net cash from operating activities before financial items and taxes -4,591 -615

Interest paid -1,247 -1,147

Dividends received from business 7,202 2,712

Interest received 870 288

Other financial items -297 -223

Cash flow from operating activities 1,937 1,015

Cash flow from investing activities

Purchases of property, plant and equipment and intangible assets -342 -244

Acquisition of subsidiaries -4,534 0

Divestment of subsidiaries 11,408

Other investments 1,158 -3,600

Loans granted to Group companies -1,140 -1,500

Repayments of Group loans 650

Cash flow from investing activities 7,200 -5,344

Cash flow from financing activities

Proceeds from and repayment of non-current borrowings 6,000 8,025

Proceeds from and repayment of current borrowings -9,932 -3,344

Repayment of equity -4,691

Cash flow from financing activities -8,623 4,681

Net increase/decrease in cash and cash equivalents 514 352

Cash and cash equivalents at the beginning of the year 393 41

Net increase/decrease in cash and cash equivalents 514 352

Cash and cash equivalents at the end of the period 908 393

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

Notes to the Parent Company’s Financial Statements

Accounting principles for the parent company’s financial statements

The financial statements of Nurminen Logistic Plc are prepared in accordance with Finnish Accounting Standards (FAS).

Measurement of non-current assets

Items of property, plant and equipment and intangible assets are carried at cost less the planned depreciation and amortisation. They are depre-

ciated or amortised over their estimated useful lives,

which are the following:

• Intangible assets 3–5 years • Machinery and equipment 3–10 years

• Other capitalised long-term expenditure 5–10 years • Goodwill 5–10 years

The company’s subsidiary shares and other shares in the investments in non-current assets are valued at acquisition cost or, if lower, at fair value.

The fair value that are used as the basis for the valuation of subsidiary shares is based on management’s valuation calculations of future cash

flows of subsidiaries.

Measurement of receivables

Receivables are stated at their nominal value or at a lower probable value.

Recognition of deferred taxes

The company recognises deferred taxes in the financial statements, and they are calculated for the temporary differences between taxation and

the financial statements by using the tax rate established at the balance sheet date for the following years. The balance sheet includes a tax

receivable for confirmed losses recognised on a prudent basis (75% of confirmed losses). Confirmed losses for 2022–2024 have not been taken

into account in the calculation.

Pensions

Pension costs are presented in accordance with national legislation in each country. The pension security of the Finnish personnel has been

arranged through external pension insurance companies.

Foreign currency items

Foreign currency receivables and liabilities are translated into euro at the closing rate at the balance sheet date.

Related party transactions

During the financial year, the company invoiced rents from Skillpixels Oy worth EUR 100.00 (the company is controlled by the President and

CEO). On the balance sheet date, there are outstanding receivables from RailCap Oy amounting to EUR 2,136.93 (the company is controlled by

the President and CEO).

Leases

Lease payments are accounted for as rental costs. Lease payments due in the future years under the agreements are presented under contingencies

and commitments.

Number of shares and directed issues

The company conducted one share issue and one share transfer during 2024, as a result of which

the number of shares is 78,213,164 on the balance sheet date 31 December 2024.

Number of shares

31 December 2023 78,127,855

Directed free share issue in July 2024 85,309

31 December 2024 78,213,164

On 13 December 2024, the company carried out a directed share issue of 2,339,756 new company shares to the sellers of Essinge Rail AB as

part of the payment of the purchase price.

The total number of the company’s shares after the share issue is 80,552,920 shares. The new shares were registered in the Finnish Trade

The company’s shares have no nominal value. The maximum share capital of the company is EUR 4,215 thousand.

On 31 December 2024, the company did not hold any of its own shares.

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

Notes to the Parent Company’s Income Statement

EUR 1,000 2024 2023

1. Net sales

Sale of services 2,306 1,997

Total 2,306 1,997

2. Other operating income

Rental income 3,354 3,258

Others 123 118

Total 3,478 3,376

3. Disclosures for personnel and members of company organs

Personnel expenses

Salaries and fees -1,763 -1,968

Pension expenses and pension contributions -270 -290

Other social security costs -27 -37

Total -2,060 -2,295

4. Depreciation, amortisation and impairment losses

Depreciation and amortisation according to plan

Intangible rights -5 -6

Buildings and structures -1 -1

Other capitalised long-term expenditure -338 -366

Impairment losses -2

Total -345 -374

5. Other operating expenses

Other operating expenses -6,084 -5,359

Total -6,084 -5,359

Auditor fees

Audit fees -195 -128

Other fees paid to auditors -19 -50

Total -214 -178

6. Financial income and expenses

Dividend income

Dividend income from Group companies 7,202 2,712

Total 7,202 2,712

Interest and other financial income

Capital gain from non-current investments 2,776

Interest income from Group companies

Interest and other financial income from others

678

480

Total 3,454 480

Interest and other financial expenses

Impairment losses from non-current investments -46 32

Interest expenses to Group companies -71 -20

Interest and other financial expenses to others -1,372 -1,394

Total -1,489 -1,382

Financial income and expenses total 9,167 1,810

7. Appropriations

Group contributions received

5. Deferred taxes and 8. Income taxes

Losses of parent company from previous financial years 12,991 13,280

Confirmed losses will expire in 2025–2033

Deferred tax assets on losses from previous financial years 584 1,228

Change in deferred tax liabilities -645 -114

During the financial year, EUR 1,099,572.03 of confirmed losses expired, of which deferred tax assets amounted to EUR 164,935.80 (75%).

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

Notes to the Parent Company’s Balance Sheet

EUR 1,000 2024 2023

1. Property, plant and equipment and intangible assets

Intangible rights:

Cost at 1 January 176 175

Additions 1

Cost at 31 December 176 176

Accumulated planned amortisation at 1 Jan -157 -151

Depreciation for the period -5 -6

Accumulated planned amortisation at 31 Dec -162 -157

Carrying amount at 31 Dec 14 19

Other capitalised long-term expenditure

Cost at 1 January 3,390 3,313

Additions 60 82

Disposals -5

Cost at 31 December 3,450 3,390

Accumulated planned amortisation at 1 Jan -2,646 -2,283

Depreciation for the period -338 -360

Accumulated depreciation for disposals -4

Accumulated planned amortisation at 31 Dec -2,984 -2,646

Carrying amount at 31 Dec 466 744

Prepayments and acquisitions in progress

Cost at 1 January 363 202

Additions 272 243

Disposals and transfers between asset categories -60 -82

Cost at 31 December 575 363

Carrying amount at 31 Dec 575 363

Land area

Cost at 1 January 22 22

Carrying amount at 31 Dec 22 22

Buildings and structures

Cost at 1 January 42

Additions 42

Cost at 31 December 42 42

Accumulated planned amortisation at 1 Jan -1

Depreciation for the period -1 -1

Accumulated planned amortisation at 31 Dec -2 -1

Carrying amount at 31 Dec 40 41

Other tangible assets

Cost at 1 January 9 9

Cost at 31 December 9 9

Accumulated planned amortisation at 1 Jan -1 -1

Depreciation for the period

Accumulated planned amortisation at 31 Dec -1 -1

Carrying amount at 31 Dec 8 8

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

EUR 1,000 2024 2023

2. Investments

Holdings in Group companies

Cost at 1 January 13,933 13,934

Additions 14,889 0

Disposals -8,843 -1

Carrying amount at 31 Dec 19,978 13,933

Investments in reserve for invested unrestricted equity of Group companies

Cost at 1 January 34,031 31,031

Additions 3,000

Carrying amount at 31 Dec 34,031 34,031

Holdings in associates

Cost at 1 January 204 204

Impairment of shares -46

Carrying amount at 31 Dec 158 204

Other shares and holdings

Cost at 1 January 973 340

Additions 400 600

Disposals -1,352 33

Carrying amount at 31 Dec 21 973

Total 54,188 49,141

Registered office Ownership, %

Subsidiaries

Nurminen Logistics Services Oy Finland 100.0

Kiinteistö Oy Kotkan Siikasaarentie 78 Finland 100.0

Kiinteistö Oy Luumäen Suoanttilantie 101 Finland 100.0

Kiinteistö Oy Vainikkalan Huolintatie 13 Finland 100.0

OOO Nurminen Logistics Russia 100.0

Essinge Rail AB Sweden 100.0

Nurminen Maritime Latvia SIA Latvia 51.0

Nurminen Maritime UAB Lithuania 51.0

North Rail Holding Oy Finland 79.8

Associates and joint ventures

Pelkolan Terminaali Oy Finland 20.0

The company has sold its 51% majority shareholding in Kiinteistö Oy Helsingin Satamakaari to Ilmarinen Mutual Pension Insurance Company.

On 13 December 2024, the company acquired the entire share capital of Essinge Rail AB.

EUR 1,000 2024 2023

3. Receivables

Non-current

Loan receivables from Group companies 1,140

Deferred tax assets 319 1,064

Total 1,459 1,064

Current

Current receivables from Group companies 3,178 4,620

Trade receivables 4,784 2,234

Deferred tax assets 265 165

Other receivables 35 70

Total 8,262 7,089

Prepayments and accrued income

Prepaid expenses 61 70

Other receivables 31 60

Total 92 130

Total current receivables 8,354 7,219

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

EUR 1,000 2024 2023

4. Equity

Share capital total 4,215 4,215

Share premium reserve 86 86

Legal reserve 2,374 2,374

Restricted shareholders’ equity total 6,675 6,675

Reserve for invested unrestricted equity 1 Jan. 36,449 36,449

Share issue 2,243

Repayment of equity -4,691

Reserve for invested unrestricted equity 31 Dec. 34,001 36,449

Retained earnings -6,471 -5,511

Profit/loss for the financial period 5,816 -959

Total unrestricted equity 33,346 29,979

Total equity 40,020 36,653

Distributable funds

Reserve for invested unrestricted equity 34,001 36,449

Retained earnings -6,471 -5,511

Profit/loss for the financial period 5,816 -959

Total 33,346 29,979

6. Non-current liabilities

Loans from financial institutions 8,338 6,419

Other liabilities 3,117

Total 11,455 6,419

Total non-current liabilities 11,455 6,419

EUR 1,000 2024 2023

7. Current liabilities

Current liabilities to Group companies

Trade payables 171 167

Other liabilities 4,801 5,181

Accrued expenses 77 19

Total 5,050 5,368

Current liabilities to others

Interest-bearing liabilities

Loans from financial institutions 3,081 8,919

Other liabilities 3,001

Total 6,082 8,919

Non-interest bearing liabilities

Trade payables 367 387

Other liabilities 2,088 100

Accrued expenses

Employee benefit expense accruals 568 780

Interest accruals 127 243

Others 275 145

Total 3,425 1,654

Total current liabilities 14,557 15,941

Parent company financial statements

Nurminen Logistics Plc I Financial statements 2024

Other Notes of the Parent Company

EUR 1,000 2024 2023

Liabilities and contingent liabilities secured by corporate mortgages and pledges

Loans from financial institutions 11,419 14,353

Customs duties and other guarantees 2,695 4,554

On 14 June 2023, the company entered into an amendment agreement with Ilmarinen, according to which the outstanding principal of the loan

will be paid on 30 September 2024 (the loan principal as at 31 December 2023 was EUR 5,353 thousand). The loan was repaid on 30 September

2024.

The company took out a EUR 3.5 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj during the financial period 2021

(the loan principal as at 31 December 2023 was EUR 1,500 thousand). The loan was repaid in September 2024.

During the previous financial year, the company took out a EUR 0.5 million loan from Oma Säästöpankki Oyj (the loan principal as at 31

December 2023 was EUR 500 thousand). The loan was repaid in September 2024.

The company took out a EUR 3.0 million loan with a fixed amortisation schedule from Oma Säästöpankki Oyj during the financial period. The

loan was repaid in September 2024.

The company took out a EUR 4.0 million premium loan from Ilmarinen during the previous financial year. The loan principal as at 31 December

2024 is EUR 3,111 thousand.

The company took out a working capital loan of EUR 3.0 million from Finnvera during the previous financial year. The loan principal as at 31

December 2024 is EUR 2,308 thousand.

The company took out a EUR 6.0 million loan with a fixed amortisation schedule from Danske Bank A/S, Finland Branch during the financial

period. The loan principal as at 31 December 2024 is EUR 6,000 thousand. The following covenants have been agreed in the loan agreement:

the ratio of the Group’s interest-bearing net liabilities to EBITDA must be no more than 3.5 at the end of each review period. Interest-bearing

net liabilities refer to the total amount of financial and lease liabilities recognised on the Group’s balance sheet less cash and cash equivalents.

The review period is a six-month period ending on 30 June and 31 December. In addition, the Group’s equity ratio must remain above 35%.

Equity ratio is calculated on the basis of the ratio of equity to the consolidated balance sheet total less advances received. The covenants have

been fulfilled.

Interest-bearing accounts for which business mortgages

have been given and subsidiary shares pledged

Credit limit 3,000 1,000

Unused credit 3,000 16

The credit account is the company’s internal limit that can

be distributed to its subsidiaries as desired.

The Group account limit is valid until further notice and can be terminated with immediate effect.

Guarantees given on behalf of companies belonging to the same Group

Book value of pledged subsidiary shares 50,073 43,766

Mortgages given on own behalf

Company mortgages 15,500 18,500

Rental guarantees

Deposit 1 April 2021–1 April 2023, after which can be resigned on a separate notice 599

Rental security Kiinteistö Oy Luumäen Suoanttilantie 101

The lease agreement was terminated in January 2022.

The District Court of Helsinki has issued a unilateral decision for the company to apply for the rental guarantee received. However, the

recovery of the rental guarantee has not been successful, so rental guarantees received are no longer presented for the financial year.

Rent liabilities

Payable in next year 2,938 2,832

Payable later 10,771 9,821

Amounts payable under leases

Payable in next year 144 73

Payable later 146 87

The Parent Company’s Notes Concerning Personnel and Company Organs

Emoyhtiön tunnusluvut

Nurminen Logistics Plc I Financial statements 2024

2024 2023

Number of personnel

Personnel, average 11 12

Personnel, at year-end 12 12

Salaries and fees paid to the management (EUR 1,000)

Members of the Board of Directors and Managing Director 1,105 1,012

Defined benefit pension benefits

The company has additional pension agreements based on a previous acquisition. The additional pension benefits concern former employees,

none of whom is a member of the Management Team. The average duration of the defined benefit obligation was 6 years at the end of the

reporting period. The amount of the liability as at 31 December 2024 is EUR 20,316.00.

Legal proceedings

The company has no pending legal proceedings.

Key figures for the parent company

Key figures for business

2022 2023 2024

Net sales, EUR 1,000 3,716 1,997 2,306

Operating result (EBIT) EUR 1,000 -1,162 -2,656 -2,706

Adjusted operating result,

(EBIT) EUR 1,000

% of net sales -31.3% -133.0% -117.4%

Adjusted % of net sales

Result for the financial

year, EUR 1,000

454 -959 5,816

Adjusted result for the financial

year, EUR 1,000**

-846 6,460

% of net sales 12.2% -48.0% 252.3%

Adjusted % of net sales** -42.3% 280.2%

Return on equity (ROE), % 1.2% -2.6% 15.2%

Return on investment (ROI), % 2.2% 1.1% 14.2%

Adjusted return on investment (ROI), %

Equity ratio, % 69.4% 62.1% 60.6%

Gearing, % 28.1% 40.8% 33.8%

Wages and salaries paid, EUR 1,000 1,678 1,968 1,763

Adjusted wages and salaries paid, EUR 1,000

Average number of employees 12 12 11

** The adjusted key figure takes into account the change in deferred tax assets for the financial years 2023 and 2024.

Signatures on the financial statements and the report of the Board of Directors

Nurminen Logistics Plc I Financial statements 2024 55

Board of Directors’ proposal for profit distribution

On 31 December 2024, the parent company’s distributable equity is EUR 33,345,927.62, of which the profit for the period amounted to EUR

5,815,713.27.

The Board of Directors proposes to the Annual General Meeting repayment of equity from the reserve for invested unrestricted equity, at most EUR

0.06 per each share outstanding. In addition, the Board of Directors proposes that the Annual General Meeting authorise the Board of Directors

to decide on the date of payment and the final amount of the capital repayment. The remaining distributable assets will be retained in unrestricted

equity.

Signatures of the Board’s report on operations and financial statements

Helsinki, 12 March 2025

Irmeli Rytkönen Olli Pohjanvirta

Chair of the Board of Directors President and CEO

Juha Nurminen Erja Sankari

Karri Koskela

Auditor’s note

Auditor’s report has been issued today.

Helsinki, 12 March 2025

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

The Board’s proposal for the distribution of profit, signatures of the

Board’s report on operations and financial statements and auditor’s note

Auditor’s report

Nurminen Logistics Plc I Financial statements 2024 56

To the Annual General Meeting of Nurminen Logistics Plc

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Nurminen Logistics Plc (business identity code 0109707-8) 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 accor-

dance 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 4 to the conso-

lidated 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 mana-

gement bias that represented a risk of material misstatement due to fraud.

Auditor’s report (Translation of the Finnish original)

Auditor’s report

Nurminen Logistics Plc I Financial statements 2024 57

Key Audit Matter How our audit addressed the Key Audit Matter

Essinge Rail AB business combination

Refer to note summary of significant accounting policies and note 30.

Nurminen Logistics Oyj acquired 100 % of Essinge Rail AB during the

financial year. The acquisition date was determined to be 13.12.2024.

The purchase consideration of 14,5 million euro is paid partly in cash

and partly in shares of Nurminen Logistics Oyj.

Assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured at fair value at the acquisition

date. Management judgement relates specifically to determining the

fair value of acquired assets and liabilities, in particular determining

the fair values of separately identifiable intangible assets such as

customer relationships. The provisional purchase price allocation

resulted in a goodwill amounting to 6,4 million euro.

The significant business combination is a key audit matter as it has a

significant impact in the financial statements, as it involves valuation

processes and methods, and judgments made by management.

Our audit procedures included, among others:

• Familiarizing ourselves with the Share Purchase Agreement

relating to the business combination of Essinge Rail AB.

• Assessment together with our valuation specialists the valuation

processes and methodologies to identify acquired assets and

liabilities and to determine the fair value of these.

• Assessment of the adequacy of disclosures relating to the

business combination.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of Deferred tax assets

Refer to note summary of significant accounting policies and note 18.

As of balance sheet date 31 December 2024, the group had deferred

tax assets arising from the unused tax losses carry forward

amounting to 4,6 million euro.

The amount of deferred tax asset is material to financial statements.

Management assessment related to the recognition of deferred tax

assets and the likelihood of future income includes judgements

relating to assumptions affected by future market and economic

developments. Due to above mentioned judgmental factors, valuation

of deferred tax assets was determined to be a key audit matter.

When auditing deferred tax assets we evaluated company’s evidence

that there will be future taxable income available to utilize the

deferred tax assets.

As part of our audit procedures we

• assessed the key assumptions in the calculations prepared by

the management focusing on forecasted future economic

development and the company’s ability to generate taxable

income.

• tested deferred tax assets including the assessment of

recognizing judgmental tax positions. We reviewed the communi-

cation with tax authorities.

• assessed disclosures related to deferred taxes.

Key Audit Matter How our audit addressed the Key Audit Matter

Revenue Recognition

We refer to the accounting principles for the consolidated financial

statements in the note 1 of the consolidated financial statements,

note 2 segment information and the note 19 trade and other

receivables.

Revenue recognition is considered as a key audit matter because

revenues are a key financial performance measure which could

create an incentive for revenues to be recognized prematurely.

Relevant areas from the net sales perspective are accuracy of the

recognized amounts and timing of revenue recognition.

Revenue recognition was determined to be a key audit matter and a

significant risk of material misstatement referred to in EU Regulation

No 537/2014, point (c) of Article 10 (2). due to the identified risk of

material misstatement in timely revenue recognition.

Our audit procedures to address the risk of material misstatement

included

• the analysis of the revenue recognition accounting policies and

• comparison of revenue transactions to the supporting

documentation in order to assess whether the requirements for

the revenue recognition have been met.

In addition, we requested external trade receivable confirmations,

tested general ledger journal entries on a sample basis as well as

performed analytical procedures in order to identify abnormal entries.

We also assessed the sufficiency of the revenue recognition

disclosures in respect of the IFRS 15 standard.

Auditor’s report

Nurminen Logistics Plc I Financial statements 2024 58

Responsibilities of the Board of Directors and the Managing Director for the Financial

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 the Financial Statements

Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether

due to fraud or error, and to issue an 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. Misstate-

ments 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.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of subsidiary investments

We refer to the accounting principles of the parent company and to

the note 2 of the balance sheet of the parent company.

Valuation of subsidiary investments is considered as a key audit

matter because of the judgment involved in the valuation process and

because the subsidiary investments are significant to the parent

company balance sheet. The carrying value of subsidiary investments

as of the balance sheet date 31 December 2024 amounted to 54,2

million euros. These investments represented some 82 % of the total

assets and some 135 % of the total equity.

Valuation of subsidiary investment requires management to make an

assessment whether

• there are indicators that the investments are permanently

impaired, and

• what the probable value of investments is at year-end.

We involved EY valuation specialists to assist us in evaluating the

methodologies, calculations and assumptions applied by the

management in the valuation of parent company’s subsidiary

investments.

The assumptions applied by the management were compared to

• approved budgets and long-term forecasts by the management,

• information available in external sources, as well as

• our independently calculated industry averages such as weighted

average cost of capital used in discounting the cashflows.

Auditor’s report

Nurminen Logistics Plc I Financial statements 2024 59

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial state-

ments 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 indepen-

dence, 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.

Other reporting responsibilities

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on 12 April 2016, and our appointment represents a total period of uninterrupted

engagement of 9 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.

In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of

the Board of Directors has been prepared in compliance with the applicable provisions.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there

is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Helsinki, 12 March 2025

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

Auditor’s report

Nurminen Logistics Plc I Financial statements 2024 60

To the Board of Directors of Nurminen Logistics Oyj

We have performed a reasonable assurance engagement on the financial statements 743700O69NCHTNEV0362-2024-12-31-0-fi.zip of Nurminen

Logistics Oyj (y-identifier: 0109707-8) 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 the 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 and

• ensuring the consistency between the ESEF financial statements and the audited financial statements

The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the prepa-

ration 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 tag-

ged, in all material respects, with iXBRL tags in accordance with the requirements of Article 4 of the Commission’s regulatory technical standard and

•

whether the notes and company’s identification data in the consolidated financial statements that are included in the ESEF financial statements have

been tagged, in all material respects, with iXBRL tags in accordance with the requirements of Article 4 of the Commission’s regulatory technical

standard and

• 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 Nurminen Logistics Oyj 743700O69NCHTNEV0362-

2024-12-31-0-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.

Our opinion on the audit of the consolidated financial statements of Nurminen Logistics Oyj for the financial year ended 31.12.2024 has been expres-

sed in our auditor’s report 12.3.2025. With this report we do not express an opinion on the audit of the consolidated financial statements nor express

another assurance conclusion.

Helsinki, 12 March 2025

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

Independent Auditor’s Report on the ESEF Consolidated

Financial Statements of Nurminen Logistics Oyj

Pääkonttori

Satamakaari 24

00980 Helsinki

Puhelin 010 545 00

[email protected]