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1 January–31 December 2023

Financial statements and

report on operations

1 January–31 December 2023

Financial statements and

report on operations

Nurminen Logistics Plc Financial statements 2023 Table of Contents

The Board’s Report on Operations 2

Consolidated statement of comprehensive

income, IFRS 9

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 13

1. Accounting principles for the consolidated

financial statements 13

2. Net sales and accounting principles 19

3. Other operating income 19

4. Operating expenses 19

5. Employee benefit expenses 20

6. Depreciation, amortisation and impairment

losses 20

7. Financial income and expenses 20

8. Income taxes 21

9. Earnings per share 21

10. Subsidiaries and associates 22

11. Property, plant and equipment 23

12. Intangible assets 24

13. Leases 25

14. Carrying amounts of financial assets and

financial liabilities by category 26

15. Impairment of assets 27

16. Investments in equity-accounted investees 28

17. Non-current receivables 28

18. Deferred tax assets and liabilities 29

19. Trade and other receivables 30

20. Cash and cash equivalents 30

21. Information about equity 31

22. Share-based remuneration 32

23. Defined benefit pension plans 34

24. Interest-bearing liabilities 35

25. Trade payables and other liabilities 36

26. Financial risk management 36

27. Other leases 39

28. Contingencies and commitments 40

29. Related party transactions 40

30. Acquisitions and divested businesses 42

31. Legal proceedings 43

32. Events after the balance sheet date 43

Table of Contents

Distribution of ownership 31 December 2023 44

Parent Company’s Income Statement 45

Parent Company’s Balance Sheet 45

Parent Company’s Cash Flow Statement 46

Notes to the Parent Company’s Financial

Statements 47

Accounting principles for the parent company’s

financial statements 47

Notes to the Parent Company’s Income

Statement 48

Notes to the Parent Company’s Balance Sheet 49

Other Notes of the Parent Company 52

The Parent Company’s Notes Concerning

Personnel and Company Organs 53

Key figures for the parent company 53

The Board’s proposal for the distribution of

profit, signatures of the Board’s report on

operations and financial statements and

auditor’s note 54

Auditor’s report 55

Independent auditor’s report on ESEF financial

statements 59

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

The year 2023 was a record-breaking year for the group. The start-up

of the new domestic railway business, combined with the acquired

North Rail Oy, contributed significantly to the profitable growth of

railway logistics during the review period. The group’s balance sheet

structure was strengthened due to good result and large loan repay-

ments, giving the year 2024 a good start for progressing with the

strategic growth targets.

The net sales for 2023 amounted to EUR 128.0 million and compa-

rable operating result to EUR 21.5 million. The group's relative prof-

itability, measured by operating result of 16.8%, was one of the best

in the industry. In addition, the group paid off EUR 36.0 million of its

financial liabilities and invested EUR 1.1 million in fixed assets.

The group achieved in 2023 the best comparable operating result in

its history, EUR 21.5 million. The start-up of the new domestic railway

business together with the aqcuisition of North Rail Oy was a key

factor in the growth of operating result. Thanks to the record-high

operating result and the EUR 12.3 million gain from the bargain

purchase during the review period, the group’s key figure targets

according to the group’s strategy were achieved ahead of time, which

will enable the group to actively develop and grow also in the future.

The growth in net sales and operating result is based on the increased

volumes of the rail business and Baltic operations, fast and targeted

organisational efficiency measures, successful sales efforts and

increased international recognition, as well as the implementation

capacity of the employees, in addition to their strong competence

and commitment.

Nurminen Logistics’ operating ability remained good throughout the

year in spite of the strongly changing external circumstances, which

is also reflected in the strong growth in customer numbers compared

to 2022.

Net sales for 2023 increased by 4 percent to EUR 128.0 million (EUR

122.5) year-on-year. The net sales growth was greatest in the railway

business, where volumes increased significantly due to the acquisi-

tion and new customer relationships, and in the Baltics, where espe-

cially raw material project deliveries from Central Asia increased net

sales to a record level. Nurminen Logistics’ competitive services,

successful sales efforts and activeness of the personnel also made

the good development of the other units possible in the changed

circumstances. Investments in opening new railway routes in the

Nordic countries and Europe continued in 2023, creating new busi-

ness opportunities for 2024.

The Cargo and Multimodal Forwarding business volumes decreased

in the second half of the year due to the decline in the Finnish econ-

omy and the resulting slowdown in imports and exports. The complex

licensing processes related to the deliveries of energy raw material

were completed across Europe and we started trial deliveries towards

the end of the year. We expect to see clear growth and demand for

these deliveries in the current year.

In rail logistics, we will continue to grow in Finland, the Nordic coun-

tries and Central Asia. We are developing the rail market between

Europe and Asia by expanding our co-operation network and per

forming active sales efforts, as we strongly believe in the future of

rail market. The Nordic container traffic launched by the group has

become important also from the point of view of security of supply in

the current geopolitical situation.

Net sales for July–December increased by 40 percent to EUR 71.2

million year-on-year and by 26 percent compared to January–June.

The growth in net sales was a result of the increased volumes of the

railway business and the Baltic operations. Comparable operating

result amounted to EUR 12.3 million, or 17.2% of net sales. The

comparable operating margin increased slightly compared to Janu-

ary–June (16.3%).

In July-December, volumes continued their good development in

railway operations in Finland and the volumes of the Trans-Caspian

route were growing. The situation in the Red Sea towards the end of

the year caused a sharp rise in sea freight prices and a significant

increase in travel time, as a result of which the demand for the

Trans-Caspian route and the need for direct Chinese trains to Europe

increased.

In Sweden, volumes have remained stable and during the rest of the

year we have been working on new services for Sweden, which will

be launched in H1/2024. In addition, our strategy-based investments

in digitalisation and sustainability will continue. During H1, we will

open a customer portal, which will increase transparency and effi-

ciency for our customers and, thereby, improve the overall customer

experience. Digitalisation also supports our group's green transition.

Market situation and future outlook

Nurminen Logistics estimates that the development of the logistics

market relevant to the group will strengthen during the second half

of 2024 and the measures taken by the group last year will facilitate

a positive development of the group’s business in 2024.

We believe that the demand for rail freight will increase in the group's

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

of environmental values in decision-making. Continued high interest

rates and scarce financing will support the customers’ need for faster

turnover of working capital and more accurate planning of deliveries,

which will contribute to the demand for Nurminen Logistics’ services.

Nurminen Logistics is in a strong position in traffic along the

Trans-Caspian route between Central Asia and Europe, because

Nurminen is one of the few internationally known companies oper-

ating on the route. We are also ready to quickly start direct rail trans-

port between China and Finland to serve the Nordic market. There

are clear signs of a growing need for the service on the market, due

to the significant competitive advantage it offers.

In the Cargo business, we see growth opportunities in Finland and

the Nordic countries during the year. The Cargo business also sup-

ports railway operations as part of comprehensive supply chain

solutions offered to customers.

The group's long-term agreements with several customers ensure

stable profitability for the next few years. We see major opportunities

in developing the offering in the Nordic countries, as Nurminen Logis-

tics provides a completely new kind of customer insight as a railway

company, combining its terminal and multimodal expertise with the

customer needs. Strengthened balance sheet structure also enables

acquisitions.

Business review

The year 2023 was important for the group, as we became the larg-

est private railway operator in Finland. Railways are for an increasing

number of global companies an important mode of transport, where

they want to move their cargo traffic in the near future. The develop-

ment of the Trans-Caspian railway route continued and the opera-

tional capacity of the direct routes between China and Europe was

maintained.

The Board’s Report on Operations

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

In 2023, the cash flow from operating activities remained strong at

EUR +25.4 million. We raised long-term loans of EUR 15.0 million

and paid EUR 30.3 million in debts related to the acquisition of North

Rail. The group’s equity ratio improved by 7.1 percentage points to

41.8%, gearing reached a good level of 77.6%, and interest-bearing

net liabilities relative to EBITDA were only 0.93. Fixed expenses were

at 17.6% of net sales and return on equity was 66.5%.

The profitability of Nurminen Logistics improved significantly as a

result of the successful ramp-up of the domestic railway business,

the good demand situation in the Baltic operations and the group's

courage and ability to react to changing conditions.

In 2023, the net sales of the railway operations was EUR 26.8 million

and the share of the Group's net sales was 21% (19%).

The profitability of the Multimodal Forwarding business improved and

net sales amounted to EUR 9.8 million. The Multimodal Forwarding

business accounts for 7% (13%) of the Group’s net sales.

In the Cargo business, net sales and profitability remained at the

good level of 2022 and net sales were EUR 19.2 million. The Cargo

business accounts for 15% (16%) of the Group’s net sales.

The good development of the Baltic operations continued steadily

throughout 2023. The Baltic operations account for 57% (51%) of the

Group’s net sales.

Financial Position and Balance Sheet

Cash flow from operating activities amounted to EUR +25.4 million.

January–June accounted for EUR +20.5 million and July–December

for EUR +4.8 million of the cash flow from operating activities. The

change in working capital accounted for EUR +3.8 million of the cash

flow from operating activities.

Cash flow from investments was EUR 2.5 million. The cash flow from

investing activities was impacted by investing in funds and invest-

ments in information systems and digitalisation, as well as the pur-

chase price debt associated with the acquisition of North Rail Oy.

The cash flow from financing was EUR -21.2 million, with the most

significant items being a total of EUR 15.0 million of proceeds from

non-current borrowings mainly related to the acquisition of North Rail

Oy, and EUR -36.0 million of repayment of non-current borrowings,

of which EUR -30.3 million relates to the acquisition of North Rail Oy.

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

to EUR 12.8 million. Cash and cash equivalents attributable to the

Baltic operations amount to EUR 11.4 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 26.0 million. The liabilities according to IFRS 16

totalled EUR 9.6 million, of which EUR 6.8 million was connected to

the land and civil defence shelter leases of the Vuosaari real estate

company. The land lease liability does not have a negative impact

on the value of the property. All of the buildings in the Vuosaari port

area are located on plots leased from the City of Helsinki.

Current interest-bearing liabilities of the group, a total of EUR 21.2

million, consist of bank loans of EUR 20.6 million and IFRS lease

liabilities of EUR 0.6 million. Short-term bank loans include EUR 5.4

million of loans taken from Ilmarinen and EUR 8.7 million of loans

related to the acquisition of North Rail Oy. Non-current interest-bear-

ing liabilities are EUR 27.2 million, of which EUR 18.2 million consists

of long-term debts and EUR 9.0 million is connected to lease liabilities

according to IFRS 16.

Long-term loans amount to EUR 18.2 million. Long-term loans

include a loan of EUR 11.8 million taken out by Kiinteistö Oy Helsingin

Satamakaari 24 from Oma Savings Bank, a loan of EUR 1.0 million

taken out by Nurminen Logistics Plc from Oma Savings Bank and

the loans of EUR 5.4 million taken out by Nurminen Logistics Plc

related to the acquisition of North Rail Oy.

The group’s equity amounted to EUR 45.9 million at the end of the

year, while it was EUR 24.1 million at the end of the previous financial

period. The equity ratio improved as a result of the strengthening of

equity to 41.8% (34.7%). The balance sheet total was EUR 113.8

million (69.7).

Capital Expenditure

The Group’s gross capital expenditure during the review period

amounted to EUR 1.1 million (EUR 0.4 million), accounting for 0.9%

(0.3%) of net sales. Depreciation totalled EUR 5.3 million (EUR 2.8

million), or 4.2% (2.3%) of net sales. Amortisation of right-of-use

assets associated with IFRS 16 amounted to EUR 0.9 million (EUR

0.8 million).

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%), Kiinteistö Oy Kotkan Siikasaarentie

78 (100%), Kiinteistö Oy Luumäen Suoanttilantie 101 (100%), Kiin-

teistö Oy Vainikkalan Huolintatie 13 (100,0%), North Rail Holding Oy

(79.8%), North Rail Oy (79.8 %), Kiinteistö Oy Helsingin Satamakaari

24 (51%), Pelkolan Terminaali Oy (20%), OOO Nurminen Logistics

(100%), Nurminen Maritime Latvia SIA (51%), Nurminen Maritime

UAB (51%).

Personnel and Management

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

stood at 186, compared to 141 on 31 December 2022. The number

of employees working abroad was 38. Personnel expenses in 2023

totalled EUR 13.6 million (EUR 8.3 million in 2022).

In March, Marjut Linnajärvi was appointed a member of the Manage-

ment Team responsible for sales and international railway business.

CFO Iiris Pohjanpalo returned from family leave in May, and served

as a member of the Management Team until August. Kai Simberg

was appointed CFO and a member of the Management Team, and

as a deputy to the President and CEO starting from 4 August 2023.

In December, Toni Mäkelä was appointed CEO of North Rail Oy and

a member of the Group Management Team.

On 31 December 2023, the Management Team consisted of the

following members: Olli Pohjanvirta, President and CEO; Kai Sim-

berg, CFO; Marjut Linnajärvi, VP Sales and VP International Railway

Operations; Joonas Louho, VP, Cargo & Development and ICT; Toni

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

Resources. During the financial period, the Management Team also

included Tuomas Kansikas, COO, from 1 January 2023 to 31 March

2023 and Iiris Pohjanpalo, CFO, from 11 May 2023 to 3 August 2023.

Management transactions

On 8 February 2023, Nurminen Logistics announced Board member

Juha Nurminen’s transfer notification concerning 238,094 shares.

On 14 February 2023, Nurminen Logistics announced President and

CEO Olli Pohjanvirta’s transfer notification concerning 14,700 shares.

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

On 17 May 2023, Nurminen Logistics announced Board member

Juha Nurminen’s transfer notification concerning 72,289 shares.

On 12 June 2023, Nurminen Logistics announced the transfer noti-

fication of Railcap Ltd, which is controlled by President and CEO Olli

Pohjanvirta, concerning 200,000 shares.

On 15 June 2023, Nurminen Logistics announced the transfer noti-

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

concerning 14,477 shares.

During the period 15 June–24 July 2023, Nurminen Logistics

announced Board member Juha Nurminen’s transfer notifications

concerning 273,993 shares.

On 25 July 2023, Nurminen Logistics announced the remuneration

in shares for the Board of Directors. Irmeli Rytkönen, Chair of the

Board of Directors subscribed for 30,488 shares, Juha Nurminen,

member of the Board of Directors subscribed for 15,244 shares, Olli

Pohjanvirta, member of the Board of Directors subscribed for 15,243

shares, Karri Koskela, member of the Board of Directors subscribed

for 15,244 shares and Erja Sankari, member of the Board of Directors

subscribed for 15,244 shares.

During the period 1 August–10 August 2023, Nurminen Logistics

announced the transfer notifications of JN Uljas Oy, controlled by

Board member Juha Nurminen, concerning 226,342 shares.

Flagging notifications

On 31 July 2023, Nurminen Logistics received a flagging notification

from K. Hartwall Oy Ab, the direct holding of which decreased from

a total of 10.7 per cent to 9.99 per cent as a result of the transfer of

shares, due to which the total number of shares in the company was

reduced by 300,000 shares.

All notifications have been disclosed as stock exchange releases

and they are available on Nurminen Logistics’ website at www.nur-

minenlogistics.com.

Shares and Shareholders

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

Nasdaq Helsinki Ltd under the current company name since 1 Jan-

uary 2008. The total number of Nurminen Logistics Plc’s registered

shares on 31 December 2023 was 78,127,855 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 2023

Number of

% of total

and votes

Suka Invest Oy 12,635,655 16.17

Ilmarinen Mutual Pension

Insurance Company 11,655,795 14.92

K. Hartwall Invest Oy Ab 6,462,585 8.27

Nurminen Juha Matti 6,212,908 7.95

Avant Tecno Oy 5,739,375 7.35

Railcap Ltd 2,910,574 3.73

JN Uljas Oy 2,716,394 3.48

Verman Group Oy 2,524,297 3.23

Relander Pär-Gustaf 1,757,686 2.25

Cyberdyne Invest Oy 1,735,454 2.22

Ten largest

shareholders total 54,350,723 69.57

Nominee-registered 2,054,210 2.63

Others 21,722,922 27.80

Total 78,127,855 100

Shareholders by type 31 December 2023

Number of

% of total

and votes

Private companies 39,080,928 50.0%

Financial and insurance

institutions 3,600,986 4.6%

Public sector organisations 11,655,795 14.9%

Households 20,860,673 27.5%

Non-profit organisations 1,004 0%

Foreign

238,040 0.3%

Nominee-registered 2,054,210 2.6%

Total 78,127,855 100%

The trading volume of Nurminen Logistics Plc’s shares was

12,770,526 during the period from 1 January to 30 December 2023,

representing 16.3% of the total number of shares. The value of the

turnover was EUR 12,439 thousand. The lowest price during the

period was EUR 0.60 per share and the highest EUR 1.26 per share.

The closing price for the period was EUR 1.26 per share and the

market value of the entire share capital was EUR 98,441 thousand

at the end of the period, and EUR 98,441 thousand excluding trea-

sury shares. At the end of 2023, the company had 5,585 sharehold-

ers. At the end of 2022, the number of shareholders stood at 4,791.

At the end of 2023, the company held 0 of its own shares.

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

According to the register of shareholders at 31 December 2023, the

Board of Directors (including ownership of controlled entities) held

18.2% of Nurminen Logistics shares. In addition to CEO Olli Pohjan-

virta, Marjut Linnajärvi and Toni Mäkelä from the Management Team

owned shares in the company on 31 December 2023.

Board of Directors Shares % of shares

and votes

Juha Nurminen 6,212,908 8.0

JN Uljas Oy 2,716,394 3.5

Total 8,929,302 11.4

Olli Pohjanvirta 1,424,956 1.8

RailCap Oy 2,910,574 3.7

VGK invest Oy 648,000 0.8

Total 4,983,530 6.3

Irmeli Rytkönen 223,175 0.3

Karri Koskela 47,471 0.1

Erja Sankari 47,471 0.1

Total 14,230,949 18.2

Dividend policy

The company’s Board of Directors has on 25 September 2023

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 com-

pany’s attention 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 Direc-

tors and Executive Board have undertaken 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 consideration 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 12 April

2023 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 administrative organs and

discharged those accountable from liability for the financial year 1

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Payment of dividend

In accordance with the proposal by the Board of Directors, the Gen-

eral Meeting decided that the profit from the financial period ending

on 31 December 2022 will be transferred to retained earnings. In

addition, the General Meeting authorised the Board of Directors to

decide at their discretion on the repayment of equity from the reserve

for invested unrestricted equity, at most EUR 1.0 million, if the com-

pany’s financial position allows.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors is com-

posed of five members. The General Meeting re-elected the follow-

ing members to the Board of Directors: Irmeli Rytkönen, Olli Pohjan-

virta, 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 2024, the annual remunera-

tion is paid as follows: annual remuneration of EUR 60,000 for the

Chairman of the Board of Directors 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 remuner-

ation, 50 percent 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 shares.

Partial amendment of the Articles of Association

The Annual General Meeting resolved to amend paragraph 9 of the

Articles of Association to enable holding a general meeting com-

pletely without a meeting venue as a so-called remote meeting.

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, paragraph 1 of the Finnish Limited Liability Compa-

nies 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 7,700,000 new shares so that

aforesaid shares and/or special rights could be used, e.g., for financ-

ing of company and business acquisitions or for financing of other

business arrangements and investments, for the expansion of the

ownership structure, 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

Nurminen Logistics’ share price development

1 January 2023–31 December 2023

Index: 1 January 2023 = 100

2 January 2023

2 February 2023

2 March 2023

2 April 2023

2 May 2023

2 June 2023

2 July 2023

2 August 2023

2 September 2023

2 October 2023

2 December 2023

2 November 2023

NLG1V OMX Helsinki Small Cap

250

200

150

100

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

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 Meeting, 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 2024, yet no longer than until 30 June 2024. The authori-

sation revokes any previous share issue authorisations currently

valid.

Auditor

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

term ending at the close of the Annual General Meeting 2024.

Environmental Factors

Nurminen Logistics seeks environmentally friendly and efficient trans-

port 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 require-

ments 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 strat-

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

Gearing under 80%, net debt / EBITDA under 2 and growing euro-de-

nominated dividend.

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

and readiness for acquisitions in Finland and abroad have been taken

into account.

Financial guidance 2024

The group estimates that its net sales and comparable operating

result for 2024 will increase compared to 2023. The projected growth

in net sales and operating result is based on the growing rail opera-

tions in the group's market areas, energy raw material shipments and

improved profitability of the Cargo business.

The full-year forecast is supported by our view of the development

in net sales in the first quarter of 2024 compared to the comparison

period, as well as our forecast of comparable operating result for the

first quarter.

Nurminen Logistics will change its reporting in 2024 as follows: For

the first and third quarters the group publishes a business review,

and for the second and fourth quarters an interim report.

Short-Term Risks And Uncertainties

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

No significant events occurred after the financial year.

Board of Directors’ proposal for profit

distribution

On 31 December 2023, the parent company’s distributable equity is

EUR 29,978, 686.01, of which the loss for the period amounted to

EUR 959,432.25.

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 of the company’s 78 127 855 shares

outstanding, totaling at most EUR 4 687 671.30. In addition, the

Board of Directors proposes that the Annual General Meeting autho-

rizes the Board of Directors to decide the date and the final amount

of the repayment of equity from the reserve for invested unstricted

equity. The remaining distributable assets will be retained in unre-

stricted equity.

Corporate Governance Statement

The Corporate Governance Statement of Nurminen Logistics Plc will

be published on 14 March 2024 on the company’s website at https://

nurminenlogistics.com/investors/.

Board and Audit Committee Meetings

The Board of Directors convened 22 times during the year 2023. The

Audit Committee had seven meetings.

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

Bridge calculation of comparable operating result

EUR 1,000 1–12/2023 1–12/2022

Operating profit 33,091 3,408

Non-recurring expenses related to containers and wagons 210 2,890

Non-recurring expenses related to the Luumäki property 0 435

Personnel-related restructuring costs 153 149

Non-recurring costs related to the acquisition of North Rail Oy 297 0

Gain from the bargain purchase of North Rail Oy -12,269 0

Comparable adjusted operating profit 21,482 6,882

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

Authority (ESMA)

Group’s key figures

2021 2022 2023

Net sales, EUR 1,000 141,254 122,511 127,951

Change in net sales, % 75.0% -13.3% 4.4%

Operating result (EBIT) EUR 1,000 9,625 3,408 33,091

% of net sales 6.8% 2.8% 25.9%

Result before taxes, EUR 1,000 7,825 1,925 29,342

% of net sales 5.5% 1.6% 22.9%

Result for the financial year, EUR 1,000 13,776 1,472 23,273

% of net sales 9.8% 1.2% 18.2%

Return on equity (ROE), % 69.5% 5.9% 66.5%

Return on investment (ROI), % 16.7% 6.9% 42.8%

Equity ratio, % 31.7% 34.7% 41.8%

Gearing, % 115.9% 119.8% 77.6%

Gearing % excluding IFRS 16 77.1% 80.0% 56.5%

Interest-bearing net debt, EUR 1,000 29,914 28,928 35,599

Interest-bearing net debt excluding IFRS 16, EUR 1,000 20,027 19,431 25,989

Interest-bearing net debt/EBITDA (12-month, rolling) 2.38 4.65 0.93

Gross investment on fixed assets, EUR 1,000 341 422 1,121

% of net sales 0.2% 0.3% 0.9%

Balance sheet total, EUR 1,000 81,705 69,678 113,771

Average number of employees 145 141 196

Wages and salaries paid, EUR 1,000 8,558 8,262 13,571

Share key figures

Earnings per share (EPS), EUR, undiluted 0.16 -0.01 0.18

Earnings per share (EPS), EUR, diluted 0.15 -0.01 0.18

Equity per share, EUR 0.20 0.17 0.35

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 0.016 0.00 0.00

Price per earnings (P/E) 12 -60 -60

Number of shares adjusted for share issue (diluted), weighted average 77,843,064 77,961,285 78,076,485

Number of shares adjusted for share issue (diluted), at end of financial year 77,903,313 78,036,392 78,127,855

Number of shares adjusted for share issue (undiluted), weighted average 75,540,173 77,863,691 78,076,485

Number of shares adjusted for share issue (undiluted), at end of financial year 77,128,928 78,036,392 78,127,855

* 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 of the company’s 78 127 855 shares outstanding, totaling at most EUR 4 687 671.30.

Share price development

– highest price

2.85 2.07 1.26

– lowest price

0.39 0.56 0.60

– average price

1.16 0.99 0.91

– closing share price at balance sheet date

1.96 0.60 1.26

Market capitalisation, MEUR 150.9 46.9 98.1

Number of shares traded 20,779,826 11,002,725 12,770,526

Shares traded, % of total number of shares 25.0% 14.1% 16.3%

Number of shareholders 4,095 4,791 5,585

Nurminen Logistics Plc Financial statements 2023 The Board’s Report on Operations

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

Nurminen Logistics Plc Financial statements 2023 Consolidated financial statements

Consolidated statement of comprehensive income, IFRS

EUR 1,000	Note	1 JAN–31	1 JAN–31
		DEC 2023	DEC 2022
NET SALES	2	127,951	122,51 1
Other operating income	3	12,505	93
Use of materials and supplies*	4	-79,506	-99,904
Employee benefit expenses	5	-13,571	-8,262
Depreciation, amortisation and impairment losses	6	-5,341	-2,813
Other operating expenses*	4	-8,947	-8,217
OPERATING RESULT		33,091	3,408
Financial income	7	427	809
Financial expenses	7	-4,170	-2,294
Share of profit of equity-accounted investees	16	-5	2
Total financial income and expenses and share of profit of equity-accounted investees		-3,749	-1,483
RESULT BEFORE INCOME TAX		29,342	1,925
Income taxes	8	-6,069	-453
RESULT FOR THE PERIOD		23,273	1,472

OTHER COMPREHENSIVE INCOME
Other comprehensive income not to be reclassified
to profit or loss in subsequent periods
Re-measurement of defined benefit schemes	23	-28	-53
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Translation differences		-12	2
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		23,233	1,422
Result attributable to Equity holders of the parent company		14,329	-1,041
Non-controlling interest		8,944	2,513
Total comprehensive income attributable to Equity holders of the parent company		14,289	-1,092
Non-controlling interest		8,944	2,513
Earnings per share calculated from result attributable to equity holders of the parent company
Earnings per share, undiluted, EUR	9	0.18	-0.01
Earnings per share, diluted, EUR	9	0.18	-0.01

Nurminen Logistics Plc Financial statements 2023 Consolidated financial statements

Consolidated statement of financial position, IFRS

EUR 1,000	Note	31 December	31 December
		2023	2022
ASSETS
Non-current assets
Property, plant and equipment	11	67,983	35,751
Right-of-use assets	11.13	9,171	9,179
Goodwill	12.15	899	899
Other intangible assets	12	1,275	935
Investments in equity-accounted investees	16	171	176
Non-current receivables	17	996	349
Deferred tax assets	18	7,471	6,908
Non-current assets		87,966	54,196
Current assets
Inventories		1,094	238
Trade and other receivables	19	1 1,897	9,098
Deferred tax assets based on the taxable income for the financial period		0	5
Cash and cash equivalents	20	12,814	6,141
Current assets		25,805	15,482
TOTAL ASSETS		1 13,771	69,678
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		35,591	35,591
Translation differences		-18	-6
Retained earnings		-14,752	-29,368
Equity attributable to equity holders of the parent company		27,498	12,894
Non-controlling interests	10	18,395	1 1,252
Total equity		45,894	24,147
LIABILITIES
Non-current liabilities
Deferred tax liabilities		2,790	0
Other liabilities	25	54	108
Financial liabilities	24	18,172	15,568
Lease liabilities	24	9,001	8,947
Non-current liabilities		30,017	24,623
Current liabilities
Deferred tax liabilities based on the taxable income for the financial period		106	41
Financial liabilities	24	20,631	10,004
Lease liabilities	24	609	550
Trade payables and other liabilities	25	16,514	10,314
Current liabilities, total		37,860	20,908
Liabilities, total		67,877	45,531
EQUITY AND LIABILITIES, TOTAL		1 13,771	69,678

Nurminen Logistics Plc Financial statements 2023 Consolidated financial statements

Consolidated cash flow statement, IFRS

EUR 1,000		1 Jan–31	1 Jan–31
	Note	Dec 2023	Dec 2022
Cash flow from operating activities
PROFIT/LOSS FOR THE FINANCIAL PERIOD		23,273	1,472
Adjustments:
Depreciation, amortisation and impairment losses	6	5,341	2,813
Unrealised foreign exchange gains (-) and losses (+)		2	-7
Other income (-) and expenses (+), non cash		-12,151	177
Adjustments to financial income (–) or expenses (+)	7	3,743	1,485
Adjustments to income tax expense	8	6,069	453
Other adjustments		0	-2
Cash flow before changes in working capital		26,277	6,390
Changes in working capital:
Increase (-) / decrease (+) in inventories		208	-1 16
Increase (-) / decrease (+) in non-interest bearing current receivables		-1,1 18	9,512
Increase (+) / decrease (-) in non-interest bearing current payables		4,678	-8,594
Net cash from operating activities before financial items and taxes		30,045	7,192
Interest paid		-3,213	-1,021
Interest received		39	66
Other financial items		-234	-210
Income taxes paid		-1,264	-795
Cash flow from operating activities		25,373	5,232
Cash flow from investing activities
Purchases of property, plant and equipment and intangible assets		-1,121	-422
Acquisitions of business less acquired cash and cash equivalents	30	4,247	0
Other investments		-616	-353
Acquisition of subsidiaries		0	0
Cash flow from investing activities		2,510	-774
Cash flow from financing activities
Change in credit limit		2,187	466
Proceeds from non-current borrowings		15,000	0
Repayment of non-current borrowings		-35,985	-1,977
Repayment of equity		0	-1,247
Repayment of lease liabilities		-791	-620
Dividends paid / repayments of equity to minority shareholders		-2,609	-1,944
Business transactions with non-controlling interests		1,000	0
Cash flow from financing activities		-21,199	-5,323
Change in cash and cash equivalents		6,684	-866
Cash and cash equivalents at the beginning of the year		6,141	7,003
Net increase/decrease in cash and cash equivalents		6,684	-866
Translation differences of net increase/		-10	4
decrease in cash and cash equivalents
Cash and cash equivalents at the end of the period		12,814	6,141

Nurminen Logistics Plc Financial statements 2023 Consolidated financial statements

Consolidated statement of changes in equity, IFRS

						Equity attributable to equity
EUR 1,000				holders of the parent company
					Reserve
					for
			Share		invested	Trans-
		Share	pre-		unre-	lation			Noncon-
		cap-	mium	Legal	stricted	differ-	Retained		trolling
1–12/2023	Note	ital	reserve	reserve	equity	ences	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
						Equity attributable to equity
EUR 1,000				holders of the parent company
					Reserve
					for
			Share		invested	Trans-
		Share	pre-		unre-	lation			Noncon-
		cap-	mium	Legal	stricted	differ-	Retained		trolling
1–12/2022	Note	ital	reserve	reserve	equity	ences	earnings	Total	interest	Total equity
Equity on 1 Jan 2022		4,215	86	2,376	36,838	-8	-28,386	15,121	10,683	25,804
Comprehensive income
Result for the period							-1,041	-1,041	2,513	1,472
Other comprehensive income
Re-measurement of defined benefit schemes	23						-53	-53		-53
Translation differences						2		2		2
Total comprehensive income for the period						2	-1,094	-1,092	2,513	1,422
Business transactions
with shareholders
Repayment of equity					-1,247			-1,247		-1,247
Share remuneration	22						126	126		126
Other changes							-13	-13		-13
Dividend distribution	10								-1,944	-1,944
Total business transactions
with shareholders					-1,247		11 2	-1,135	-1,944	-3,079
Equity on 31 Dec 2022		4,215	86	2,376	35,591	-6	-29,368	12,894	1 1,253	24,147

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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 ser-

vices in Finland and regular international railway line services. The

Group’s parent company is Nurminen Logistics Plc. The parent com-

pany’ is domiciled in Helsinki, Finland, and its registered address is

Satamakaari 24, 00980 Helsinki, Finland. The parent company is

listed on NASDAQ OMX Helsinki Stock Exchange.

Copies of the consolidated financial statements are available on the

internet at www.nurminenlogistics.com. The consolidated financial

statements were authorised for issue by the Board of Directors on

13 March 2024. According to the Finnish Limited Liability Companies

Act, shareholders have the right to approve or reject the financial

statements in the Annual General Meeting held after the publication

of the financial statements. 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 accor-

dance 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 Decem-

ber 2023. International 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 statements 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 companies.

The consolidated financial statements have been prepared on the

historical cost basis except for the financial assets and financial lia-

bilities 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 indi-

vidually 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

2023:

•

Amendments to IAS 1 Presentation of Financial Statements and

the Making Materiality Judgements statement, effective from 1

January 2023. Significant accounting principles were replaced

with material accounting principles. The aim of the amendment

is to help the company to present the accounting principles which

are material to understanding the company’s financial statements

information. The amendment requires the management to make

estimates as to whether an accounting principles is material or

not. The amendment has had some effect on the accounting

principles presented in the consolidated financial statements of

Nurminen Logistics, as the consolidated financial statements

focus on presenting the accounting principles material to the

company.

•

Amendments to IAS 8 Accounting Policies, Changes in Account-

ing Estimates and Errors, effective from 1 January 2023. The

amendments clarified the differences between accounting esti-

mates and changes in accounting policies and the correction of

errors. The amendment clarified that the impacts of new infor-

mation or a change in the measurement method on an account-

ing estimate are changes in accounting estimates if they are not

caused by correcting errors in previous periods. The amendment

did not have a significant effect on the consolidated financial

statements of Nurminen Logistics.

• Amendments to IAS 12 Income Taxes, effective from 1 January

2023. Deferred taxes are recognised based on assets and lia-

bilities arising from a single transaction. The amendments apply

to transactions that occur on or after the beginning of the earliest

comparative period presented. The amendment restricted the

scope of application of the initial recognition exemption of

deferred taxes so that it is no longer applied to transactions that

give rise to equal taxable and deductible temporary differences.

It applies to assets and liabilities arising from individual transac

tions, such as right-of-use assets and lease liabilities, or resto-

ration obligation and corresponding asset if their deferred taxes

are not equal. The amendment does not have a significant effect

on the consolidated statement of financial position of Nurminen

Logistics, because the deferred tax assets and tax liabilities that

have arisen from the recognition of leases can be netted for the

most part. However, the amendment amends the note on

deferred taxes in the consolidated financial statements.

• Amendments to IAS 12 Income Taxes, effective from 1 January

2023. IAS 12 Income Taxes is applied to income taxes rec-

ognised under the tax laws already in force or coming into effect

in the coming years under the OECD's Pillar II. The amendment

includes a mandatory exception to the requirement of IAS 12

Income Taxes to recognise and present the deferred tax assets

and liabilities arising from the application of Pillar II. The amend-

ment does not have an effect on the consolidated financial state

ments of Nurminen Logistics, as the regulation under Pillar II

does not apply to Nurminen Logistics. The Pillar II requirements

only apply to international groups whose consolidated annual

net sales exceed EUR 750 million.

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 2023 did not have a significant impact on

the consolidated financial statements of Nurminen Logistics.

Principles of Consolidation

Subsidiaries

The consolidated financial statements include the financial state-

ments of Nurminen Logistics Plc and those of all its subsidiaries. The

subsidiaries 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 con-

trol ceases.

Acquired subsidiaries are accounted for by using the acquisition

method. The consideration transferred, identifiable assets and liabil-

ities assumed of the acquired entity and are measured at their fair

values at the acquisition date. Goodwill arising on an acquisition is

recognised as the excess of the aggregate of the consideration

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

transferred, the amount of any non-controlling interests and previ-

ously held equity interests in the acquiree, 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

acquiree 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 subsequent 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 acquisi-

tion, 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

unrealised gains and profit distribution are eliminated in the consol-

idation. 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 acqui-

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

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 control over the subsidiary.

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

prehensive 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-con-

trolling 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 attribut-

able 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 influ-

ence. 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 elimi-

nated 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 comprehensive

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 environment 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 currency 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 com-

prehensive income of those foreign Group companies whose func-

tional 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. Trans-

lation 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 trans-

lation difference recognised in Group’s equity, the change in this

translation difference is recognised under other comprehensive

income. Respectively, foreign currency differences arising from the

elimination of the costs of foreign subsidiaries, and from the retrans-

lation 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 borrowing 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 eco-

nomic 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 equip-

ment 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.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

Intangible assets

Goodwill

Goodwill arising on business combinations is recognised as the

excess of the aggregate of the consideration transferred, the amount

of non-controlling interest in the acquiree and the value of any pre-

viously held equity interest over the fair value of the acquired net

assets.

Goodwill is not amortised but it is tested at least annually for impair-

ment. Goodwill is carried at historical cost less accumulated impair-

ment 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

indications of impairment of property, plant and equipment or intan-

gible 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-estimated. The recognised impairment loss is reversed if the

estimates used to determine the asset’s recoverable amount have

changed. The reversal 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.

Impairment 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 finan-

cial assets and is based on the business model applied by the com-

pany for the holding of financial assets and the nature of contractual

cash flows.

Measurement of a financial asset at amortised cost requires the

contractual 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 matu-

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

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

Transaction 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 deter-

mined using discounted cash flows.

Financial assets at amortised cost

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

ness 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, factoring 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

behaviour are taken into consideration.

Financial assets are derecognised when the Group loses its contrac-

tual 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 operating 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 months or less at the acquisition date.

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 finan-

cial liabilities). The former category includes derivatives entered into

by the Group, to which hedge accounting is not applied and that are

not financial guarantee 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

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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 rec-

ognition. 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 months 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 con-

cluded or over time (railway services): as performance obligations

are met and customer obtains the goods or services within the per-

formance 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

company’s services are fixed and generally contain no variable com-

ponents.

The Baltic subsidiaries act as freight brokers, and revenue is recog-

nized when the performance obligations are met, i.e. the services

have been concluded.

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 desti-

nation. The contract price of trains or containers en route at the end

of the reporting period is recognised as revenue over time, corre-

sponding to the time en route on the closing date relative to the total

delivery time. The recognition principles applies to rail transport

offered by international railway operations and North Rail Oy. The

service is a singular contract obligation, 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

importing, exporting and customs duties. As whole they compile the

performance 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 con-

tract price is allocated to a single performance obligation.

Terminal services

Terminal services consist of handling of goods at the arrival or depar-

ture 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 warehous-

ing agreement is an entity to which the contract price is allocated.

Profits from warehousing 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 con-

tract assets or contract liabilities.

Employee benefits

Pension arrangements

The pension arrangements of Nurminen Logistics have been classi-

fied 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 com-

pany, 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. Accord-

ing to the measurement 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 finan-

cial items and actuarial gains and losses caused by the remeasure-

ment of the defined benefit net debt in comprehensive income, and

these items will not subsequently be reclassified 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 incen-

tive 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 participants. In general, no reward is paid if the participant’s

employment or director contract terminates before the reward pay-

ment.

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

tive 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.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

The Nurminen Logistics Management Team member is obliged to

hold 50 percent of the received net reward shares, until the total value

of the Management Team member’s shareholding in Nurminen Logis-

tics equals to 50 percent of their annual base salary of the preceding

year. Respectively, the CEO is obliged to hold 50 percent of the

received net reward shares, until CEO´s shareholding in Nurminen

Logistics equals to 100 percent of the CEO´s annual base salary of

the preceding year. Such number of Nurminen Logistics shares must

be held as long as the membership 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 recognised 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

temporary differences between the amounts of assets and liabilities

used for taxation purposes and the carrying amounts for financial

reporting purposes under IFRS. The principal temporary differences

arise from financial instruments measured at fair value through profit

or loss and depreciation related to component accounting. Deferred

taxes are measured at the tax rate that has been enacted or sub-

stantially 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

difference can be utilised. Deferred tax liabilities are recognised in

the statement 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

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

the standard to leases on land areas, premises and terminal proper-

ties, as well as terminal machinery and equipment. In determining

the term of a lease, the company has exercised discretion in estimat-

ing 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 guar

antees 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 payments of a service nature are gen-

erally treated as an expense that cannot 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

borrowing 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 mea-

sured at cost 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 impairment 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

recognises 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 manage-

ment 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-balance 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 differences 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.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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 dis-

cretion in the application of accounting principles. The estimates and

assumptions made affect the reported amounts of assets and liabil-

ities in the balance sheet as well as the income and expenses in the

income statement.

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

and equipment and intangible assets are estimated and the depre-

ciation 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 calcu-

lations requires use of estimates. In calculation of value in use esti-

mates 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.

In business combination, there may happen a bargain purchase

when the net of acquisition-date amounts of identifable assets

acquired and the libilities assumed exceed the consideration trans-

ferred. The gain of the bargain purchase is recognised in profit on

the acquisition day.

The recognition and measurement of deferred taxes requires the

company’s management to make estimates, especially in the case

of a deferred 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 recognises 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. The management reviews regu-

larly, whether if certain items to be divested will not meet the criteria

of IFRS 5 standard for probability of divestment of an asset within

12-month period from classifying these assets as non-current assets

held for sale. 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 expe-

rience and other factors that are considered the best view in mea-

suring 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 bal-

ance sheet date relating to the expected development of the financial

environment of Nurminen Logistics and assumptions about the devel-

opment 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 account-

ing 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

following 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 stan-

dard and interpretation 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. New

standards and amendments to existing standards coming into effect

in the fiscal year starting 1 January 2024 or later are the following:

•

Amendments to IAS 1 Presentation of Financial Statements,

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 post-

pone settling the debt at the end of the reporting period if it meets

the defined conditions on the reporting date means. The proba-

bility of the Group exercising its right to postpone does not affect

the classification of a liability as current or non-current.

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

standards effective from 1 January 2024 is not expected to have an

impact on Nurminen Logistics Plc’s financial statements in subse-

quent periods.

War in Ukraine and the geopolitical situation

World trade weakening 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 would have a negative impact on the business of

the acquired company 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 escalated towards the end of the

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. Nurmi-

nen Logistics continuously and actively develops the routes to solve

customers' 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 interim reports and financial statement release for the 2023

financial year are unaudited.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

2. Net sales and accounting principles

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

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

EUR 1,000 1 JAN–31

DEC 2023

1 JAN–31

DEC 2022

Recognised over time 5,330 4,465

Recognised at a specific time 122,621 118,047

Revenue from contracts with customers 127,951 122,511

In 2023, net sales are distributed geographically between Finland and the Baltics.

Information on geographical areas 2023

EUR 1,000 Finland Russia Baltic countries Total

Net sales 53,316 0 74,636 127,951

Non-current assets 87,135 15 816 87,966

Information on geographical areas 2022

EUR 1,000 Finland Russia Baltic countries Total

Net sales 59,223 974 62,314 122,511

Non-current assets 53,822 13 362 54,196

The railway business accounts for EUR 26.8 million (23.5), or 21% (19%) of the Group’s net sales.

The Multimodal Forwarding business accounts for EUR 9.8 million (16.3), or 7% (13%) of the Group’s net sales.

The Cargo business accounts for EUR 19.2 million (19.8), or 15% (16%) of the Group’s net sales.

The Baltic operations account for EUR 74.8 million (62.3), or 57% (51%) of the Group’s net sales.

Information on biggest customers

Group income from Global Transport and Logistics Pte. in 2023 was EUR 27,612 thousand, or 22% of the Group’s net sales. In 2023, there

were not other single customers, from whom the Group received more than ten per cent of the net sales. In 2022, the Group did not have

any single customer exceeding 10% of the Group net sales.

3. Other operating income

EUR 1,000 2023 2022

Gains from sale of property, plant and equipment

0 1

Rental income

14 43

Gain from the bargain purchase

12,269 0

Other items

221 50

Total

12,505 93

4. Operating expenses

EUR 1,000 2023 2022

Use of materials and supplies 79,506 99,904

Expenses relating to short term low value leases 1,552 1,706

Administrative expenses 5,231 3,892

Other cost items 2,165 2,620

Total other operating expenses 8,947 8,217

The repayments of lease liabilities in the cash flow from financing activities amounted to EUR 791 thousand in 2023 and EUR 620 thousand

in 2022.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

Auditor fees

EUR 1,000 2023 2022

Auditing 241 152

Other services 56 10

Total 297 163

7. Financial income and expenses

EUR 1,000 2023 2022

Financial income

Interest income 37 70

Exchange rate gains 390 738

Total financial income 427 809

Financial expenses

Interest expenses 3,172 980

Exchange rate losses 468 867

Financial expenses on lease liabilities (IFRS 16) 321 329

Other financial expenses 209 118

Total financial expenses 4,170 2,294

Items above the operating profit include exchange rate differences totalling EUR -39 thousand in 2023 and EUR -318 thousand in 2022.

5. Employee benefit expenses

EUR 1,000 2023 2022

Salaries and fees 11,320 6,920

Pension expenses, defined contribution plans 1,620 957

Pension expenses, defined benefit plans -37 -12

Other social security costs 544 272

Share-based payments 124 126

Total 13,571 8,262

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

2023 2022

Total 196 141

6. Depreciation, amortisation and impairment losses

Depreciation and amortisation by asset category:

EUR 1,000 2023 2022

Intangible assets

Intangible rights 6 3

Other capitalised long-term expenditure 362 334

Impairment losses 2 10

Total 370 347

Property, plant and equipment

Buildings 1,581 1,601

Machinery and equipment 2,424 61

Other tangible assets 34 34

Total 4,039 1,696

Amortisation of right-of-use assets (IFRS 16) 932 770

Total 5,061 2,813

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

9. Earnings per share

2023 2022

Result attributable to the equity holders of the parent company (EUR 1,000) 14,329 -1,041

Weighted average number of shares, undiluted 78,076,485 77,863,691

Earnings per share, undiluted, EUR 0.18 -0.01

Result attributable to the equity holders of the parent company (EUR 1,000) 14,329 -1,041

Weighted average number of shares, diluted 78,076,485 77,961,285

Earnings per share, diluted, EUR 0.18 -0.01

8. Income taxes

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

EUR 1,000 2023 2022

Current tax expense -1,334 -607

Other direct taxes 0 -2

Deferred taxes, net -4,735 157

Total -6,069 -453

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 2023 2022

Result before income tax 29,342 1,925

Corporate tax rate 20% 20%

Income tax calculated using the Finnish corporate tax rate -5,868 -385

Adjustments

Effect of tax rates used in foreign subsidiaries 1,755 507

Unrecognised deferred tax assets on losses -755 -784

Tax-exempt income 2,454 0

Non-deductible expenses -42 -45

Use of previously unrecognised tax losses 284 78

Recognised deferred tax assets on losses -1,192 55

Deferred tax liabilities from undistributed earnings -2,790 0

Other differences 85 121

Total adjustments -200 -68

Income tax expense in the income statement -6,069 -453

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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%

Kiinteistö Oy Helsingin Satamakaari 24 Finland 51.0% 51.0%

Nurminen Maritime Latvia SIA Latvia 51.0% 51.0%

Nurminen Maritime UAB Lithuania 51.0% 51.0%

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

Pelkolan Terminaali Oy Finland 20.0% 20.0%

The Group has five subsidiaries with material non-controlling interests. The acquisition of North Rail Oy is 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 2,790 thousand from the profit

of its subsidiaries in Latvia and Lithuania.

2023 2022

EUR 1,000

Kiinteistö

Oy Helsingin

Satamakaari 24

Nurminen

Maritime

Latvia SIA

Nurminen

Maritime

UAB North Rail Total

Kiinteistö

Oy Helsingin

Satamakaari 24

Nurminen

Maritime

Latvia SIA

Nurminen

Maritime

UAB Total

Summary of comprehensive income statement

Net sales 2,806 50,241 24,241 22,145 99,433 2,570 34,068 28,246 64,884

Profit before taxes 79 10,513 4,950 17,385 32,926 299 1,573 3,844 5,717

Income taxes -16 3,075 1,055 839 4,954 -17 29 578 590

Comprehensive

income 95 7,438 3,894 16,546 27,972 316 1,544 3,266 5,126

Total comprehensive

income attributable

to NCI 46 3,646 1,910 3,342 8,944 155 757 1,602 2,513

Summary of balance sheets

Current assets 90 12,751 5,123 2,859 20,822 1,185 3,999 4,204 9,389

Non-current assets 38,461 615 202 35,453 74,730 39,964 179 183 40,325

Current liabilities 1,183 3,251 922 17,744 23,100 1,323 1,939 936 4,198

Non-current

liabilities 19,698 2,497 450 22 22,668 22,251 0 131 22,382

Net assets 17,670 7,617 3,952 20,545 49,784 17,575 2,239 3,320 23,134

Equity

attributable

to NCI 8,573 3,734 1,938 4,150 18,395 8,527 1,098 1,628 11,252

Summary of cash flows

Cash flow from

operating activities 1,268 8,306 4,580 7,819 6,336 1,877 731 3,393 6,001

Cash flow from

investing activities -14 -510 -265 -13 -802 0 -133 -122 -255

Cash flow from

financing activities -2,348 -2,097 -3,283 -152 -7,880 -1,100 -40 -3,991 -5,131

Net increase/

decrease in

cash and cash

equivalents

-1,094 5,700 -1,032 -7,984 -2,345 778 557 -720 615

Dividends paid to

NCI during the year 0 1,010 1,600 0 2,610 0 0 1,944 1,944

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

11. Property, plant and equipment
						Machin-
	Land	Land and			Machin-	ery and		Prepayments
	and	bodies		Build-	ery and	equip-	Other	and
	bodies	of water,		ings,	equip-	ment,	tangible	acquisitions
EUR 1,000	of water	IFRS 16	Buildings	IFRS 16	ment	IFRS 16	assets	in progress	Total
2023
Cost at 1 January	247	8,978	47,163	8,081	17,385	1,961	904	203	84,922
Additions			5	191	36,344	735	5	-39	37,241
Transfers between asset categories			54		87	0	0	-141	0
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	0			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	44,929
Carrying amount
at 31 Dec 2023	247	7,945	33,367	444	34,228	781	118	23	77,153

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

Oy Luumäen Suoanttilantie property, EUR 897 thousand, was previously categorised as held for sale. It was recategorised into fixed assets

in 2021. The property has been leased out.

2022
Cost at 1 January	247	8,978	47,163	8,032	17,275	1.780	881	106	84,462
Additions				49	141	208	10	173	582
Transfers between asset categories					29	34	13	-76	0
Disposals					-61	-61			-122
Cost at 31 December	247	8,978	47,163	8,081	17,385	1,961	904	203	84,922
Accumulated depreciation
and impairment losses
at 1 January		-422	-10,673	-7,632	-17,120	-1,062	-723		-37,631
Depreciation for the period		-306	-1,601	-88	-61	-376	-34		-2,466
Accumulated depreciation
for disposals and transfers					61	42			103
Accumulated depreciation
and impairment losses
at 31 December		-727	-12,274	-7,720	-17,120	-1,395	-757		-39,993
Carrying amount
at 1 Jan 2022	247	8,556	36,490	401	156	718	158	106	46,831
Carrying amount
at 31 Dec 2022	247	8,251	34,889	362	265	566	147	203	44,929

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

12. Intangible assets
			Other intangible
EUR 1,000	Goodwill	Intangible rights	assets	Total
2023
Cost at 1 January	6,171	863	5,669	12,703
Additions		1	837	838
Disposals			-127	-127
Cost at 31 December	6,171	864	6,379	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	1,256	2,175
2022
Cost at 1 January	6,171	838	5,597	12,606
Additions		26	72	98
Cost at 31 December	6,171	863	5,669	12,703
Accumulated depreciation and impairment losses at 1 January	-5,271	-836	-4,415	-10,522
Depreciation for the period		-3	-334	-377
Impairment losses			-10	-10
Accumulated depreciation for disposals and transfers			0	0
Accumulated depreciation and impairment losses at 31 December	-5,271	-839	-4,758	-10,869
Carrying amount at 1 Jan 2022	899	2	1,183	2,084
Carrying amount at 31 Dec 2022	899	24	911	1,834

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

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

13. Leases

In consolidated statement of comprehensive income
EUR 1,000	2023	2022
Payments for short-term or low value leases	2,317	4,007
Depreciation, amortisation and impairment losses	932	770
Operating profit	3,249	4,777
Financial expenses	321	329
Profit for the financial period	3,570	5,105

Payments for short-term or low value leases include container rents of EUR 965 thousand (2022: EUR 2,545 thousand).

In consolidated statement of financial position
EUR 1,000	Land and			Right-of-use
	bodies of		Machinery and	assets
Assets	water	Buildings	equipment	total
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	-1,032	-7,828	-1,913	-10,774
Carrying amount at 1 Jan 2023	8,251	362	566	9,179
Carrying amount at 31 Dec 2023	7,946	444	781	9,171
2022
Cost at 1 January	8,978	8,032	1,780	18,790
Additions		49	208	257
Disposals			-61	-61
Transfers between asset categories			34	34
Cost at 31 December	8,978	8,081	1,961	19,021
Accumulated depreciation at 1 January	-421	-7,631	-1,062	-9,115
Accumulated depreciation for disposals			42	42
Depreciation for the period	-306	-88	-376	-770
Accumulated depreciation at 31 December	-727	-7,720	-1,396	-9,842
Carrying amount at 1 Jan 2022	8,557	401	718	9,676
Carrying amount at 31 Dec 2022	8,251	362	566	9,179

EUR 1,000
Liabilities	2023	2022
1 January	9,497	9,887
Additions	907	249
Disposals	-794	-639
Other changes	0	0
31 December	9,610	9,497
Non-current lease liabilities	9,001	8,947
Current lease liabilities	609	550
Total	9,610	9,497
The maturity breakdown of lease liabilities is presented in Note 25.
Impact of leases on the Group’s cash flows. The impact does not include payments for short-term or low
value leases, which are presented in consolidated statement of comprehensive income.
Net cash flow from operating activities	-321	-329
Cash flow from financing activities	-791	-620
Increase (+) / decrease (-) in cash and cash equivalents	-1,112	-949

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

14. Carrying amounts of financial assets and financial liabilities by category
		Assets	Financial	Liabilities	Carrying
		measured at	assets at	measured at	amounts in the
EUR 1,000	Note	amortised cost	fair value	amortised cost	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

Nurminen Logistics Plc and Nurminen Logistics Services Oy have credit limits amounting to a maximum of EUR 3 million in Oma Savings

Bank. As of 31 December 2023, EUR 2,652 thousand of the credit limit was used, included in short-term interest bearing liabilities. In

the financial statements of 31 December 2022, EUR 466 thousand of the limit was used. Financial assets at fair value are measured

at level 1 of the fair value hierarchy.

				Liabilities
		Assets	Financial	measured	Carrying
		measured at	assets at	at amor-	amounts in the
EUR 1,000	Note	amortised cost	fair value	tised cost	balance sheet
2022
Financial financial assets and liabilities according to IFRS 9
Long-term financial assets
Non-current receivables	17	30	319		349
Short-term financial assets
Trade and other receivables	19	9,098			9,098
Cash and cash equivalents	20	6,141			6,141
Long-term financial liabilities
Interest-bearing liabilities				15,568	15,568
IFRS 16 lease liabilities	13			8,947	8,947
Short-term financial liabilities
Interest-bearing liabilities				10,004	10,004
IFRS 16 lease liabilities	13			550	550
Trade payables	25			4,811	4,811

After initial recognition, the Group’s cash and cash equivalents are classified at fair value through profit and loss, or as amortised cost in

financial assets and financial liabilities.

The carrying amounts of these financial assets and liabilities substantially correspond to their fair values and are classified in level 2 of the

fair value hierarchy.

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 gen-

erally 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.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

15. Impairment of assets

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

tions 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. Starting from 2023, Nurminen Logistics Plc Group has two

cash-generating units (CGUs): Operations in Finland and the Baltics (49% minority). Goodwill is allocated in full to business operations in

Finland. Business in Russia was wound down in 2022 as a result of the war in Ukraine.

EUR 1,000 Business in Finland

2023 2022

Goodwill on consolidation 899 899

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 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 profit-

ability 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 2024 and long-term strategy approved by management. These are

affected by market development in Finland, Russia and neighboring regions, planned growth in regular railway 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 8.89%. The corresponding pre-tax discount rate

is 10.67%. 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 was EUR 53.2 million in 2023. The net sales

are expected to increase especially due to international cargo train traffic and the acquired company North Rail Oy in 2024. The estimated

annual increase in net sales (CAGR) over the years 2024–2028 averages 24.5%. The forecast average increase in net sales per year over

the years 2024–2028 is 13.8 %. 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

2021–2028

Actual

(Finland-Russia)

Actual

Finland Forecast (Finland)

2021 2022 2023 2024 2025 2026 2027 2028 2028

Terminal value

Net sales 72,765 60,197 53,171 94,608 110,378 126,328 142,460 158,776 160,363

Operating result 4,954 -2,041 5,259 20,979 23,935 26,936 29,982 36,115 36,500

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 2024–2028 Change

Impact of change on

recoverable amount

• Terminal growth 1%

Terminal growth -1%-point i.e.

terminal growth 0%

EUR -30.1 million

• WACC 8.89% WACC +1 %-point i.e. WACC 9.89% EUR -38.9 million

• Average EBIT 21.8% and EBITDA 25.6%

EBITDA decrease 1%-point i.e.

average EBITDA 24.6%

EUR -15.1 million

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 4.4 times the CGU’s assets employed.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

16. Investments in equity-accounted investees

EUR 1,000 2023 2022

At 1 January 176 174

Share of profit/loss for the year -5 2

At 31 December 171 176

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 2023 2022

Financial assets at fair value through profit or loss 952 319

Other receivables 44 30

Total 996 349

The financial assets at fair value through profit or loss are Oma Savings Bank funds.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

18. Deferred tax assets and liabilities
			Rec-
		Recognised	ognised in	Exchange	31
	1 Jan	in the income	the balance	rate dif-	December
EUR 1,000	2023	statement	sheet	ferences	2023
Movements in deferred taxes during 2023
Deferred tax assets:
Losses of Group companies from previous financial years	6,672	-2,031	1,254	0	5,894
Lease liabilities	1,851	-154	176	0	1,873
From pension provisions	11	-7	7	0	11
Intangible and tangible assets	177	73	1,243	7	1,500
Total	8,711	-2,120	2,680	7	9,278
Netting of deferred taxes	-1,803				-1,802
Deferred tax assets net	6,908	-2,120	2,680	7	7,477
Deferred tax liabilities:
Tangible assets	1,804	175	-176	0	1,803
Retained earnings of subsidiaries	0	2,790	0	0	2,790
Total	1,804	2 965	-176	0	4 592
Netting of deferred taxes	-1,803	0	0	0	-1,802
Deferred tax liabilities net	0	2 965	-176	0	2,789

			Rec-
		Recognised	ognised in	Exchange	31
	1 Jan	in the income	the balance	rate dif-	December
EUR 1,000	2022	statement	sheet	ferences	2022
Movements in deferred taxes during 2022:
Deferred tax assets:
Confirmed losses	6,617	55			6,672
Lease liabilities	1,943	-98	6		1,851
From pension provisions		-2	13		11
Intangible and tangible assets	88	80		9	177
Total	8,649	34	19	9	8,711
Netting of deferred taxes	-1,921				-1,803
Deferred tax assets net	6,728	34	19	9	6,908
Deferred tax liabilities:
Tangible assets	1,921	-123	6		1,804
Total	1,921	-123	6	0	1,804
Netting of deferred taxes	-1,921				-1,803
Deferred tax liabilities net	0	-123	6	0	0

EUR 1,000	2023	2022
Deferred taxes
Confirmed losses of Group companies for which no deferred tax assets have been recognised.	17,190	14,783
The confirmed losses will expire in 2023–2030 or later.
Off-balance sheet deferred tax assets from losses in prior periods	3,438	2,957

The deferred tax assets include an item of EUR 5,894 thousand associated with unused tax losses of Nurminen Logistics Plc, Nurminen

Logistics Services Oy and North Rail 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 management’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

7,939 thousand of losses expired in 2023, of which the deferred tax asset was EUR 1,588 thousand.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

The combined profit before taxes of Nurminen Logistics Plc and Nurminen Logistics Services Oy in 2023 was EUR -896 thousand, and in

the forecast period 2024–2028 on average EUR +10,449 thousand per year.

Sensitivity analysis when one component changes:

Forecast period 2024–2028 Change Impact of change on

recoverable amount

Average forecast period profit before

tax is 10% less than estimated

Profit before taxes 90% of forecast

No effect on the use of balance sheet

deferred tax assets.

No effect on the use of off-balance

sheet deferred tax assets.

Average forecast period profit before

tax is 15% less than estimated

Profit before taxes 85% of forecast

No effect on the use of balance sheet

deferred tax assets.

No effect on the use of off-balance

sheet deferred tax assets.

Average forecast period profit before

tax is 20% less than estimated

Profit before taxes 80% of forecast

The use of balance sheet deferred tax

assets is postponed by a year.

The use of off-balance sheet deferred

tax assets is postponed by a year.

Expiration of deferred tax assets:

EUR 1,000 2024 2025 2026 2027 2028 2029 2030 2031 Later

Deferred tax assets 691 786 950 347 709 1,138 858 0 415

19. Trade and other receivables

EUR 1,000 2023 2022

Trade receivables 9,005 7,060

Prepaid expenses and accrued income 2,484 1,914

VAT receivables 313 111

Other receivables 95 12

Total 11,897 9,098

The company has booked a provision for bad debts in 2023 amounting to EUR 26,346 (EUR 93,071 in 2022)

Trade and other receivables in currencies

EUR 9,136 6,127

USD 2,760 2,944

RUB 0 27

11,896 9,098

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 2023 2022

Cash and bank balances 12,814 6,141

Cash and cash equivalents in the balance sheet 12,814 6,141

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

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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 of the Group was 77.6% at the end of 2023 and 119.8%

at the end of 2022. Equity management covers both equity and interest-bearing liabilities. The aim is to secure business continuity and cost

of capital.

					Reserve for
					invested
		Share capital,	Share premium	Legal reserve,	unrestricted
	Number of	thousands	reserve, thou-	thousands	equity, thou-
	shares	of euro	sands of euro	of euro	sands of euro
31 December 2017	44,254,174	4,215	86	2,378	26,430
31 December 2018	44,254,174	4,215	86	2,378	26,430
Directed share issue	350,000
31 December 2019	44,604,174	4,215	86	2,378	26,430
Directed share issue
in April 2020 *	120,000				29
Free share issue in September 2020 **	143,539
Directed share issue in December 2020 ***	29,344,954				9,092
31 December 2020	74,212,667	4,215	86	2,376	35,550
Hybrid bond conversion to shares in July 2021 ****					1,288
Directed free share issue
in July 2021 *****	105,728
31 December 2021	77,194,190	4,215	86	2,376	36,838
Directed free share issue
in February 2022 ******	774,386
Repayment of equity
in April 2022 ******					–740
Directed free share issue
in July 2022 *******	133,078
Repayment of equity in September 2022 *******					-507
31 December 2022	78,101,654	4,215	86	2,376	35,591
Directed free share issue	26,201
in June 2023 **********
31 December 2023	78,127,855	4,215	86	2,376	35,591

* directed share issue to the CEO, subscription price EUR 0.24 per share. There was a weighty financial reason for the company to deviate from

the pre-emptive subscription right of the shareholders, as the share issue was part of the execution of the CEO’s long-term incentive plan.

** issue without consideration to the company itself, for the payment of remuneration to the Board of Directors

*** directed share issue to Finnish investors, subscription price EUR 0.31692 per share. There was a weighty financial reason for the company to

deviate from the pre-emptive subscription right of the shareholders, as the share issue best served the interests of the company and all share-

holders and made the Vuosaari real estate transaction possible.

**** Ilmarinen Mutual Pension Insurance Company converted the remaining EUR 1.25 million hybrid bond into shares in summer 2021.

***** Directed share issue without consideration in July 2021.

****** Directed free share issue in February 2022.

******* Repayment of equity in April 2022.

******** Directed free share issue in July 2022.

********* Repayment of equity in September 2022.

********** Directed free share issue in June 2023.

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 2023.

Reserves included in equity

Share premium reserve

The share premium reserve comprises both share issue gains arisen 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

Companies Act on 1 September 2006 have been recognised in the legal reserve.

Reserve for invested unrestricted equity

Comprises the share issue gains arisen from the directed share issues.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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 2023. The share of Board members’ share awards recognised as an expense in the income statement

was EUR 90 thousand in 2023. The number of shares transferred to the Board members was 91,463 based on the price on the payment

date of 19 July 2023.

On 4 July 2022, the Board of Directors of Nurminen Logistics Plc decided to create two new share-based incentive programmes for the com-

pany’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 performance 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.

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.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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

Nurminen 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 the financial

year 2025.

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 2026–2027.

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:

Plan

CEO

Performance

Share Plan

Performance

Share Plan

Performance

SharePlan

Restrictive

SharePlan

2022–2026

Instrument

Installments

2023–2025

Plan

2022–2024

Plan

2023–2025 Payment 2025

Granting dates 21 November 2023 4 July 2022 21 November

2023

6 June 2023

Fair value of the share reward at

the time of granting, EUR

0.79 0.69 0.79 1.07

Share price at the time of granting, EUR 0.92 0.77 0.92 1.11

Estimated dividends 0.13 0.08 0.13 0.04

Share price limit of the reward, EUR 3.00 3.00 3.00 3.00

Maximum number of shares paid 608,000 500,000 376,000 60,000

Share price at the end of the financial year 1.26 1.26 1.26 1.26

Earning period start date 21 November 2023 4 July 2022 21 November

2023

6 June 2023

Earning period end date 31 May 2027–31

May 2028

31 May 2025 31 May 2026 31 May 2025

Number of persons in the plan 1 4 6 7

Changes during the financial year

Number of share rewards at the

beginning of the year

0 416,000 0 0

Granted 608,000 0 376,000 60,000

Lost 0 160,000 0 0

Number of share rewards at the end of the year 608,000 256,000 376,000 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 grant-

ing 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 2023

Cost impact of share-based payments 30

The expense to be recognised in the 2024–2028 financial years was estimated on 31 December 2023 to be approximately EUR 329 thou-

sand. The actual amount may differ from the estimate.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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

acquisition. 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 31 persons, none of whom are members of the Executive Board. 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 compo-

nent 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 2023 2022

Expense through profit or loss from defined benefit plans

Net interest (+expense/-income) 2 1

Expense through profit or loss from defined benefit plans 2 1

Re-measurement of the defined benefit pension plan

Changes in financial assumptions -22 0

Yield of the assets included in the plan, excluding items relating to net interest 53 24

Empirical changes 3 7

Recognised in comprehensive income, total remeasurement effect 34 31

In statement of financial position

Current value of defined benefit obligations transferred to reserves 491 524

Fair value of plan assets -437 -469

Net defined benefit debt 54 55

Changes in the fair value of plan assets

Assets at 1 January 469 521

Interest income 15 18

Yield of assets, excluding interest income included in net interest expense -3 -7

Employer’s contributions 37 12

Benefits paid -81 -75

Assets at 31 December 437 469

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

Change in the current value of the plan obligation 2023 2022

Obligation at 1 January 524 556

Expense based on work performance during the period 17 19

Interest expense 32 24

Fulfilment of the obligation -81 -75

Obligation at 31 December 491 524

The estimated payments to defined benefit plans

amount to EUR 30 thousand in 2024.

Key actuarial assumptions 2023 2022

Discount rate, % 3.9% 3.5%

Future pay increase, % 0.0% 0.0%

Insurance company’s customer rebate, % 0.0% 0.0%

Increase in benefits, % 2.6% 2.9%

Inflation, % 2.4% 2.7%

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

2023 2022

Discount rate

0.50% increase -15 -18

0.50% decrease 16 19

Increase in benefits

0.50% increase 14 16

0.50% decrease -13 -15

- an increase/decrease of 0.50% in the discount rate would result in a 3.1%/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%/2.7% 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 assump-

tions 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 2023 2022

Maturity distribution of non-discounted pension liability

During the next 12 months 86 80

1–5 years 220 220

5–10 years 148 162

Over 10 years 219 244

Total 673 707

The average duration of the defined benefit obligation was 7 years at the end of the reporting period.

24. Interest-bearing liabilities

EUR 1,000 2023 2022

Interest-bearing net liabilities

Non-current interest-bearing liabilities 27,173 24,515

Current interest-bearing liabilities 21,240 10,554

Interest-bearing liabilities, total 48,413 35,068

Cash and cash equivalents 12,814 6,141

Interest-bearing net liabilities, total 35,599 28,928

Interest-bearing liabilities in currencies

EUR 48,413 35,068

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

25. Trade payables and other liabilities

EUR 1,000 2023 2022

Current

Trade payables 6,151 4,811

Advances received 3,881 148

Other liabilities 573 362

Accrued expenses 5,909 4,993

Total trade payables and other liabilities 16,514 10,314

Trade payables and other liabilities in currencies

EUR 15,831 8,917

SEK 7 32

NOK 71 180

USD 592 1,177

CHF 12 6

16,514 10,314

Non-current

Other liabilities 54 108

Non-current liabilities 54 108

The most significant items under accrued expense consist of operational accrued expenses of EUR 1,493 thousand in 2023 (EUR 1,431

thousand in 2022) and accrued personnel expenses of EUR 2,630 thousand in 2023 (EUR 1,841 thousand in 2022).

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 responsible 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 subsid-

iaries’ 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 cur-

rency, 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 contracts 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 conti-

nuity 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 objective of credit risk management is to minimise losses which arise from the counterparty 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 2023 and 2022.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

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

		2023
EUR 1,000	31 December 2023	Income statement 100 bp
		Increase	Decrease
Total amount of variable interest rate loans	30,951
Variable interest rate instruments		-256	256
Total effect		-256	256

		2022
EUR 1,000	31 December 2022	Income statement 100 bp
		Increase	Decrease
Total amount of variable interest rate loans	25,106
Variable interest rate instruments		-204	204
Total effect		-204	204

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 2023

and 2022.

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

				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

				2022
			Trade receivables 10%	Trade payables 10%
EUR 1,000	USD	decreases	increases	decreases	increases
Total currency items
Trade receivables	2,944
Trade payables	2,566
Total effect		-251	307	219	-267

	Balance sheet
	exchange rate
Exchange rates used	2023	2022
USD	1.05	1.07

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

LIQUIDITY RISK

The contractual cash flows of loan instalments and interests at 31 December 2023 were the following:

	1–3	4 months–	2–5	5 years
EUR 1,000	months	1 year	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	1,590	3,341	1,077
Total	17,103	13,145	15,864	19,429

The contractual cash flows of loan instalments and interests at 31 December 2022 were the following:

	1–3	4 months–	2–5	5 years
EUR 1,000	months	1 year	years	–>
Loans from financial	756	8,782	5,409	10,159
institutions
Credit limit	466
Lease liabilities	220	608	2,252	10,814
Trade payables	4,811
Interest to financial institutions	278	584	3,442	1,653
Total	6,531	9,974	11,102	22,626

The long-term loan from Ilmarinen includes the condition that the company pays 30% of free cash flow as premature repayments. According

to the agreement, free cash flow is calculated by deducting financial expenses, loan repayments and working capital investments from the

operational cash flow. The loan amount at 31 December 2023 is EUR 5,353 thousand (at 31 December 2022: EUR 7,644 thousand). The

loan was due in June 2023. 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 group took out a new EUR 3.5 million loan with a fixed amortisation schedule from Oma Savings Bank in 2021. The loan amount at 31

December 2023 is EUR 1,500 thousand (at 31 December 2022: EUR 2,500 thousand). The agreement includes a covenant that the credit

rating of no individual group company can decrease below Alfa Rating A and the group equity ratio should be over 20% at each financial

statement date during the loan period.

During the financial year 2023, Nurminen Logistics Plc took out the following loans: EUR 4.0 million TyEL loan from Ilmarinen. The loan

amount at 31 December 2023 is EUR 4,000 thousand. EUR 3.0 million working capital loan from Finnvera. The loan amount at 31 December

2023 is EUR 3,000 thousand. EUR 0.5 million from Oma Savings Bank. The loan amount at 31 December 2023 is EUR 500 thousand.

During the financial year, North Rail Oy took out a EUR 7.0 million loan from Nordea. The loan amount at 31 December 2023 is EUR 4.0

million. The purchase price debt of EUR 4.7 million is related to the acquisition of North Rail Oy and will be paid in 2024.

Nurminen Logistics Plc and Nurminen Logistics Services Oy have credit limits amounting to a maximum of EUR 3 million in Oma Savings

Bank. As of 31 December 2023, EUR 2 652 thousand of the limit was used, which is included in the short-term liabilities. On 31 December

2022, EUR 644 thousand of the limit was used.

Changes in long-term interest bearing debts

		Cash	Cash		Other changes	31
	1 Jan	flows from	flows from		with no cash	December
	2023	additions	disposals	Divestments	flow effect	2023
Long-term liabilities, interest bearing	15,568	10,556	0	0	-7,951	18,172
Long-term leasing liabilities, interest bearing	8,947	0	0	0	54	9,001
Total	24,515	10,556	0	0	-7,897	27,173

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

Changes in short-term interest bearing debts

1 Jan

2023

Cash

flows from

additions

Cash

flows from

disposals Divestments

Other changes

with no cash

flow effect

December

2023

Short-term liabilities, interest bearing 10,004 6,631 -35,985 27,330 7,951 15,931

Long-term leasing liabilities,

interest bearing 550 0 -791 0 850 609

Current purchase price debt 0 0 0 4,700 0 4,700

Total 10,554 6,631 -36,776 32,030 8,802 21,240

Changes in long-term interest bearing debts

1 Jan 2022

Cash

flows from

additions

Cash

flows from

disposals

Divestments

Other changes

with no cash

flow effect

December

2022

Long-term liabilities, interest bearing 25,106 0 0 0 -9,538 15,568

Long-term leasing liabilities,

interest bearing 9,211 0 0 0 -264 8,947

Total 34,317 0 0 0 -9,802 24,515

Changes in short-term interest bearing debts

1 Jan 2022

Cash

flows from

additions

Cash

flows from

disposals

Divestments

Other changes

with no cash

flow effect

December

2022

Short-term liabilities, interest bearing 1,924 466 -1,977 0 9,591 10,004

Long-term leasing liabilities,

interest bearing 676 0 -620 0 494 550

Total 2,600 466 -2,598 0 10,085 10,554

CREDIT RISK

Maximum exposure to credit risk EUR 1,000

2023 9,005

2022 7,060

Aging of trade receivables

EUR 1,000 Not past due Past due less

than 30 days

Past due

30–120 days

Past due over

120 days

Total

2023 7,537 783 305 380 9,005

2022 4,522 1,731 531 275 7,060

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 2023 2022

Less than one year 411 363

Between one year and five years 268 107

Total 680 470

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.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

28. Contingencies and commitments

EUR 1,000 2023 2022

Liabilities and contingent liabilities secured by corporate mortgages and pledges

Loans from financial institutions 36,151 25,106

Customs duties and other guarantees 9,222 3,794

Interest-bearing accounts for which business mortgages have

been given and subsidiary shares pledged

Credit limit 3,000 3,000

Unused credit 348 2,534

Pledges given on own behalf

Book value of pledged subsidiary shares 43,766 43,766

Mortgages given on own behalf

Company mortgages 43,500 25,500

Real estate mortgages 25,125 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 599 599

Kiinteistö Oy Luumäen Suoanttilantie 101. The lease agreement was terminated in January 2022.

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 that 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 acquisition of

North Rail Oy was carried out together with the related party RailCap Oy. RailCap Oy’s holding in North Rail Oy is 10.1%. RailCap Oy has

granted a shareholder loan of EUR 166.7 thousand to North Rail Holding Oy, which owns North Rail Oy.

Related party transactions with companies controlled by Board members

EUR 1,000 2023 2022

Sales 8 18

Purchases 3 1,208

Current receivables 4 8

Shareholder loan 167 0

On 8 February 2023, Nurminen Logistics announced Board member Juha Nurminen’s transfer notification concerning 238,094 shares.

On 14 February 2023, Nurminen Logistics announced President and CEO Olli Pohjanvirta’s transfer notification concerning 14,700 shares.

On 17 May 2023, Nurminen Logistics announced Board member Juha Nurminen’s transfer notification concerning 72,289 shares.

On 12 June 2023, Nurminen Logistics announced the transfer notification of Railcap Ltd, which is controlled by President and CEO Olli

Pohjanvirta, concerning 200,000 shares.

On 15 June 2023, Nurminen Logistics announced the transfer notification of JN Uljas Oy, controlled by Board member Juha Nurminen,

concerning 14,477 shares.

During the period 15 June–24 July 2023, Nurminen Logistics announced Board member Juha Nurminen’s transfer notifications concerning

273,993 shares.

On 25 July 2023, Nurminen Logistics announced the remuneration in shares for the Board of Directors. Irmeli Rytkönen, Chair of the Board

of Directors subscribed for 30,488 shares, Juha Nurminen, member of the Board of Directors subscribed for 15,244 shares, Olli Pohjanvirta,

member of the Board of Directors subscribed for 15,243 shares, Karri Koskela, member of the Board of Directors subscribed for 15,244

shares and Erja Sankari, member of the Board of Directors subscribed for 15,244 shares.

During the period 1 August–10 August 2023, Nurminen Logistics announced the transfer notifications of JN Uljas Oy, controlled by Board

member Juha Nurminen, concerning 226,342 shares.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

EUR 1,000 2023 2022

CEO, the members of the Board and the Management Team

Salaries and other short-term employee benefits 1,983 1,133

Statutory pension payments 323 181

Share-based remuneration 90 105

Total 2,396 1,419

EUR 1,000 2023 2022

Salaries and fees

President and CEO

Olli Pohjanvirta 755 355

Members of the Board

Alexey Grom (until 11 April 2022) 0 24

Juha Nurminen 39 41

Olli Pohjanvirta 30 26

Irmeli Rytkönen 78 83

Erja Sankari 43 47

Karri Koskela 38 41

Victor Hartwall (until 12 April 2023) 30 50

Total 1,012 666

Members of the Board and the CEO owned 18.2% of company shares on 31 December 2023 either directly or indirectly through companies

under their control.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

30. Acquisitions and divested businesses

On 14 February 2023, North Rail Holding Oy, a subsidiary acquired by Nurminen Logistics Plc, purchased the entire share capital of Operail

Finland Oy together with Finnish investors. Nurminen Logistics Plc’s holding in the acquired company is 79.8% and non-controlling interests

20.8%, of which a related party’s holding is 10.1%. After the name change in March 2023, Operail Finland Oy operates under the name North

Rail Oy. The main purpose of the company is to provide rail transport services in Finland. The company’s net sales for 2022 amounted to

EUR 4.2 million, operating result for the financial year to EUR -1.8 million and number of personnel to 45.

In the Half-Year Financial Report 2023, the purchase price allocation of the acquisition was preliminary. In the acquisition, Nurminen Logis-

tics acquired the shares of North Rail Oy with a cash payment of EUR 9.2 million, which is the final purchase price. The debt-free purchase

price of the transaction was EUR 27.7 million euros and it was paid in cash. The one-time costs related to the acquisition were 297 thousand

euros. The net assets of the target company according to the final purchase price allocation at the time of acquisition, based on fair values,

were EUR 21.5 million on 14 February 2023. In December, Nurminen Logistics Plc recognised to other operating income a total of EUR 12.3

million as a non-recurring item affecting comparability. The recognised EUR 12.3 million is the difference between the aforementioned pur-

chase price and the fair value of the net assets. The gain from the bargain purchase was due to valuing tangible fixed assets at fair value

and deferred tax assets. Nurminen Logistics-group was able to acquire North Rail Oy for less than the fair value of its assets because the

seller had decided to give up operations in Finland.

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 fair value of the net assets includes EUR 2.5 million in deferred tax assets. Of this, EUR 1.3 million relates to tax

confirmed losses, which the company estimates will be utilised in the next few years.

The consideration for the acquisition, the net assets acquired and the goodwill were as follows:

Purchase price paid in cash 9,200

Intangible fixed assets 86

Tangible fixed assets 35,775

Deferred tax assets, fixed assets 1,243

Deferred tax assets from confirmed losses 1,254

Inventories 1,063

Trade and other receivables 1,699

Cash and cash equivalents 8,747

Loans from financial institutions - 27,330

Trade payables and other current liabilities -1,068

Acquired net assets 21,469

Difference, gain from the bargain purchase 12,269

Purchase price paid in cash - cash flow:

Cash consideration paid during financial year 2023 -4,500

Less:

Cash and cash equivalents in the balance sheet at the time of acqui-

sition

8,747

Net cash flow, investment in the accounting period 4,247

The short-term purchase price debt from the acquisition on December 31, 2023 amounts to EUR 4.7 million euros. The debt will be paid

during the financial year 2024 and is presented in the group of short-term financial liabilities.

The net sales of North Rail Oy after the acquisition date in 2023 were EUR 22.1 million and the result for the period was EUR 7.1 million.

The full-year net sales were EUR 24.2 million and the result for the period was EUR 7.2 million. If North Rail Oy had been merged with the

Group as of 1 January 2023, the Group’s net sales in 2023 would have been EUR 130.0 million and the result for the period would have

been EUR 23.4 million.

There were no acquisitions or divestments during the financial year 2022.

Nurminen Logistics Plc Financial statements 2023 Notes to the consolidated financial statements

31. Legal proceedings

The lease agreement related to the Luumäki property was terminated in January 2022. The tenant has disputed the agreement and has filed

an application for a summons with the Helsinki district court in January 2022.

Nurminen Logistics Plc has filed two counterclaims in the case in 2023, and the District Court of Helsinki has issued a final judgment by

default in the case on 5 December 2023, as the counterparty's representative has not been reached. According to the judgment, the tenant

is obligated to pay to Nurminen Logistics Plc the legal costs, unpaid rents, damages based on lost rental income, compensation for increased

rent as well as the costs incurred in the removal of waste and the restoration and repair measures of the site. In addition, the District Court

confirms in the judgment that Nurminen Logistics Plc has the right, on the basis of the counterclaims it has made, to receive compensation

for the aforementioned costs from the rental security deposit provided by the tenant.

32. Events after the balance sheet date

No significant events occurred after the review period.

Nurminen Logistics Plc Financial statements 2023 Distribution of ownership

Distribution of ownership 31 December 2023

Number of

shareholders

% of

shareholders

Number of

% of total

and votes

1–100 1,747 31.28% 75,642 0.10%

101–1,000 2,301 41.20% 1,126,923 1.44%

1,001–10,000 1,361 24.37% 4,271,177 5.47%

10,001–100,000 137 2.45% 3,467,029 4.44%

100,001–1,000,000 23 0.41% 6,904,511 8.84%

over 1,000,000 16 0.29% 62,282,573 79.72%

Total 5,585 100.0% 78,127,855 100.00%

Nominee registered 8 0.14% 2,054,210 2.63%

Largest shareholders 31 December 2023

Number of

% of total shares

and votes

Suka Invest Oy 12,635,655 16.17

Ilmarinen Mutual Pension Insurance Company 11,655,795 14.92

K. Hartwall Invest Oy Ab 6,462,585 8.27

Nurminen Juha Matti 6,212,908 7.95

Avant Tecno Oy 5,739,375 7.35

Railcap Ltd 2,910,574 3.73

JN Uljas Oy 2,716,394 3.48

Verman Holding Oy 2,524,297 3.23

Relander Pär-Gustaf 1,757,686 2.25

Cyberdyne Invest Oy

Pohjanvirta Olli Mikael

Assai Oy

Jocer Oy Ab

Partnos Oy

Anmiil Oy

VGK Invest Oy

Vertanen Janne Olavi

Nurminen Jukka Matias

H. G. Paloheimo Oy

Nurminen Mikko Johannes

Other 5,565 shareholders

1,735,454

1,424,956

1,328,428

1,176,132

1,060,686

1,014,104

648,000

631,075

619,546

607,498

595,581

14,671,126

2.22

1.82

1.70

1.51

1.36

1.30

0.83

0.81

0.79

0.78

0.76

18.77

Total 78,127,855 100.00

Shareholders by type 31 December 2023

Number of

% of total shares

and votes

Private companies 39,080,928 51.37%

Financial and insurance institutions 3,600,986 4.73%

Public sector organisations 11,655,795 15.32%

Households 21,496,892 28.26%

Foreign 238,040 0.31%

Non-profit organisations 1,004 0.00%

Nominee-registered 2,054,210

Total 78,127,855 100%

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

Parent Company’s Income Statement

EUR 1,000 Note 2022 2022

NET SALES 1 1,997 3,716

Other operating income 2 3,376 3,159

Personnel expenses 3 -2,295 -1,916

Depreciation, amortisation and impairment losses 4 -374 -374

Other operating expenses 5 -5,359 -5,747

OPERATING RESULT -2,656 -1,162

Financial income and expenses 6 1,810 1,616

RESULT BEFORE APPROPRIATIONS AND TAXES -846 454

Appropriations 7

Income taxes 8 -114

RESULT FOR THE PERIOD -959 454

Parent Company’s Balance Sheet

EUR 1,000 Note 2023 2022

ASSETS

Non-current assets

Intangible assets 1 1,127 1,257

Tangible assets 1 70 29

Investments 2 49,141 45,509

Total non-current assets 50,337 46,795

Current assets

Non-current receivables 3.5 1,064 1,342

Current receivables 3 7,219 5,987

Cash in hand and at bank 393 41

Total current assets 8,676 7,371

TOTAL ASSETS 59,013 54,165

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 36,449 36,449

Retained earnings/loss 4 -5,511 -5,965

Profit (loss) for the period 4 -959 454

Total equity 36,653 37,613

Liabilities

Non-current liabilities

Non-current liabilities 6 6,419 1,553

Current liabilities

Current liabilities 7 15,941 14,999

Total liabilities 22,360 16,552

TOTAL EQUITY AND LIABILITIES 59,013 54,165

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

Parent Company’s Cash Flow Statement

EUR 1,000 Note 2023 2022

Cash flow from operating activities

PROFIT/LOSS FOR THE FINANCIAL PERIOD -959 454

Adjustments:

Depreciation, amortisation and impairment losses 4 374 374

Financial income (-) and expenses (+) 6 -1,810 -1,616

Income taxes 8 114

Group contributions received 7

Other income and expenses with no cash flow effect

Other adjustments

Cash flow before changes in working capital -2,282 -788

Changes in working capital:

Increase (-) / decrease (+) in non-interest

bearing current receivables

626 -1,740

Increase (+) / decrease (-) in non-interest bearing current payables 1,041 -1,029

Net cash from operating activities before

financial items and taxes

-615 -3,557

Interest paid -1,147 -332

Dividends received from business 2,712 2,020

Interest received 288 197

Other financial items -223 -67

Cash flow from operating activities 1,015 -1,739

Cash flow from investing activities

Purchases of property, plant and equipment and intangible assets -244 -271

Proceeds from sale of property, plant and

equipment and intangible assets

Acquisition of subsidiaries 0

Other investments -3,600 -353

Granted loans -1,500

Cash flow from investing activities -5,344 -623

Cash flow from financing activities

Proceeds from and repayment of non-current borrowings 8,025

Proceeds from and repayment of current

borrowings and change in credit limit

-3,344 -594

Repayment of equity -1,247

Group contribution received 3,840

Cash flow from financing activities 4,681 1,999

Change in cash and cash equivalents 352 -363

Cash and cash equivalents at the beginning of the year 41 404

Net increase/decrease in cash and cash equivalents 352 -363

Cash and cash equivalents at the end of the period 393 41

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

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

depreciated 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

the tax receivable for confirmed losses recognised on a prudent basis (75% of confirmed losses). Confirmed losses for 2022 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 1,200.00 (the company is controlled by the CEO). The

company has also invoiced leased car expenses of EUR 1,723.33 to RailCap Oy (the company is controlled by the CEO). Services have

been purchased from RailCap Oy for EUR 1,711.20. On the closing date, the company has EUR 2,976.00 of open receivables from Skillpix-

els Oy and EUR 2,136.93 from RailCap Oy.

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 during 2023, as a result of which the number of

shares is 78,127,855 as on the balance sheet date 31 December 2023.

Number of shares

31 December 2022 78,101,654

Directed free share issue in July 2023 26,201

31 December 2023 78,127,855

The company’s shares have no nominal value. The maximum share capital of the company is EUR 4,215 thousand.

On 31 December 2023, the company did hold any of its own shares.

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

Notes to the Parent Company’s Income Statement

EUR 1,000 2023 2022

1. Net sales

Sale of services 1,997 3,716

Total 1,997 3,716

2. Other operating income

Rental income 3,258 3,047

Others 118 112

Total 3,376 3,159

3. Disclosures for personnel and members of company organs

Personnel expenses

Salaries and fees -1,968 -1,678

Pension expenses and pension contributions -290 -213

Other social security costs -37 -25

Total -2,295 -1,916

4. Depreciation, amortisation and impairment losses

Depreciation and amortisation according to plan

Intangible rights -6 -3

Buildings and structures -1

Other capitalised long-term expenditure -366 -361

Impairment losses -2 -10

Total -374 -374

5. Other operating expenses

Other operating expenses -5,359 -5,747

Total -5,359 -5,747

Auditor fees

Audit fees -128 -88

Other fees paid to auditors -50 -7

Total -178 -95

6. Financial income and expenses

Dividend income

Dividend income from Group companies 2,712 2,020

Total 2,712 2,020

Interest and other financial income

Interest income from Group companies

Interest and other financial income from others

480

197

Total 480 197

Interest and other financial expenses

Impairment losses from non-current investments 32 -33

Interest expenses to Group companies -20

Interest and other financial expenses to others -1,394 -569

Total -1,382 -602

Financial income and expenses total 1,810 1,616

7. Appropriations

Group contributions received

5. Deferred taxes and 8. Income taxes

Losses of parent company from previous financial years 13,280 10,456

Confirmed losses will expire in 2024–2032

Deferred tax assets on losses from previous financial years 1,228 1,342

Change in deferred tax liabilities -114

During the financial year, EUR 758,178.60 of confirmed losses expired, of which deferred tax assets accounted for EUR 113,726.79 (75%).

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

Notes to the Parent Company’s Balance Sheet

EUR 1,000 2023 2022

1. Property, plant and equipment and intangible assets

Intangible rights:

Cost at 1 January 175 149

Additions 1 26

Cost at 31 December 176 175

Accumulated planned amortisation at 1 Jan -151 -148

Depreciation for the period -6 -3

Accumulated planned amortisation at 31 Dec -157 -151

Carrying amount at 31 Dec 19 24

Other capitalised long-term expenditure

Cost at 1 January 3,313 3,144

Additions 82 178

Disposals -5 -10

Cost at 31 December 3,390 3,313

Accumulated planned amortisation at 1 Jan -2,283 -1,921

Depreciation for the period -360 -361

Accumulated depreciation for disposals -4

Accumulated planned amortisation at 31 Dec -2,646 -2,283

Carrying amount at 31 Dec 744 1,030

Prepayments and acquisitions in progress

Cost at 1 January 202 153

Additions 243 228

Disposals and transfers between asset categories -82 -178

Cost at 31 December 363 202

Carrying amount at 31 Dec 363 202

Land area

Cost at 1 January 22 22

Carrying amount at 31 Dec 22 22

Buildings and structures

Cost at 1 January

Additions 42

Cost at 31 December 42

Accumulated planned amortisation at 1 Jan

Depreciation for the period -1

Accumulated planned amortisation at 31 Dec -1

Carrying amount at 31 Dec 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

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

EUR 1,000 2023 2022

2. Investments

Holdings in Group companies

Cost at 1 January 13,934 13,934

Additions 0

Disposals -1

Carrying amount at 31 Dec 13,933 13,934

Investments in reserve for invested unrestricted equity of Group companies

Cost at 1 January 31,031 31,031

Additions 3,000

Carrying amount at 31 Dec 34,031 31,031

Holdings in associates

Cost at 1 January 204 204

Carrying amount at 31 Dec 204 204

Other shares and holdings

Cost at 1 January 340 21

Additions 600 600

Disposals 33 -281

Carrying amount at 31 Dec 973 340

Total 49,141 45,509

Registered office

Share of

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

Nurminen Maritime Latvia SIA Latvia 51.0

Nurminen Maritime UAB Lithuania 51.0

Kiinteistö Oy Helsingin Satamakaari 24 Finland 51.0

North Rail Holding Oy Finland 79.8

Associates and joint ventures

Pelkolan Terminaali Oy Finland 20.0

EUR 1,000 2023 2022

3. Receivables

Non-current

Deferred tax assets 1,064 1,342

Total 1,064 1,342

Current

Current receivables from Group companies 4,620 2,628

Trade receivables 2,234 3,231

Deferred tax assets 165

Other receivables 70 40

Total 7,089 5,899

Prepayments and accrued income

Prepaid expenses 70 80

Other receivables 60 8

Total 130 88

Total current receivables 7,219 5,987

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

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 37,697

Repayment of equity -1,247

Reserve for invested unrestricted equity 31 Dec. 36,449 36,449

Retained earnings -5,511 -5,965

Profit/loss for the financial period -959 454

Total unrestricted equity 29,979 30,938

Total equity 36,653 37,613

Distributable funds

Reserve for invested unrestricted equity 36,449 36,449

Retained earnings -5,511 -5,965

Profit/loss for the financial period -959 454

Total 29,979 30,938

6. Non-current liabilities

Loans from financial institutions 6,419 1,500

Other liabilities 53

Total 6,419 1,553

Total non-current liabilities 6,419 10,250

EUR 1,000 2023 2022

7. Current liabilities

Current liabilities to Group companies

Trade payables 167 168

Other liabilities 5,181 4,063

Accrued expenses 19 7

Total 5,368 4,238

Current liabilities to others

Interest-bearing liabilities

Loans from financial institutions 8,919 9,103

Total 8,919 9,103

Non-interest bearing liabilities

Trade payables 387 251

Other liabilities 100 89

Accrued expenses

Employee benefit expense accruals 780 737

Interest accruals 243 198

Others 145 383

Total 1,654 1,658

Total current liabilities 15,941 14,999

Nurminen Logistics Plc Financial statements 2023 Parent company financial statements

Other Notes of the Parent Company

EUR 1,000 2023 2022

Liabilities and contingent liabilities secured by

corporate mortgages and pledges

Loans from financial institutions 14,353 10,144

Customs duties and other guarantees 4,554 794

The loan from Ilmarinen includes the condition that the company pays 30% of free cash flow as premature repayments. According to the

agreement, free cash flow is calculated by deducting financial expenses, loan repayments and working capital investments from the

operational cash flow. The loan amount at 31 December 2023 is EUR 5,353 thousand (31 December 2022: EUR 7,644 thousand). 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 group took out a new EUR 3.5 million loan with a fixed amortisation schedule from Oma Savings Bank during the financial period

2021. The loan amount at 31 December 2023 is EUR 1,500 thousand (at 31 December 2022: EUR 2,500 thousand). The agreement

includes a covenant that the credit rating of no individual group company can decrease below Alfa Rating A and the group equity ratio

should be over 20% at each financial statement date during the loan period.

The company took out a EUR 4.0 million TyEL loan from Ilmarinen during the financial year. The loan amount at 31 December 2023 is EUR

4,000 thousand.The company took out a working capital loan of EUR 3.0 million from Finnvera during the financial year. The loan amount

at 31 December 2023 is EUR 3,000 thousand. The company took out a EUR 0.5 million loan from Oma Savings Bank during the financial

year. The loan amount at 31 December 2023 is EUR 500 thousand.

Interest-bearing accounts for which business mortgages

have been given and subsidiary shares pledged

Credit limit 1,000 1,000

Unused credit 16 541

Guarantees given on behalf of companies belonging to the same Group

Book value of pledged subsidiary shares 43,766 43,766

Mortgages given on own behalf

Company mortgages 18,500 15,500

Rental guarantees

Deposit 1 April 2021–1 April 2023, after which can be resigned on a separate notice 599 599

Rental security Kiinteistö Oy Luumäen Suoanttilantie 101

Lease agreement has been terminated in January 2022.

Rent liabilities

Payable in next year 2,832 2,825

Payable later 9,821 12,627

Amounts payable under leases

Payable in next year 73 88

Payable later 87 90

Nurminen Logistics Plc Financial statements 2023 Key figures for the parent company

The Parent Company’s Notes Concerning

Personnel and Company Organs

2023 2022

Number of personnel

Personnel, average 12 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 1,012 666

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 2023 is EUR 49,144.00.

Legal proceedings

The lease agreement related to the Luumäki property was terminated in January 2022. The tenant has disputed the agreement and has

filed an application for a summons with the Helsinki district court in January 2022.

Nurminen Logistics Plc has filed two counterclaims in the case in 2023, and the District Court of Helsinki has issued a final judgment by

default in the case on 5 December 2023, as the counterparty's representative has not been reached. According to the judgment, the

tenant is obligated to pay to Nurminen Logistics Plc the legal costs, unpaid rents, damages based on lost rental income, compensation

for increased rent as well as the costs incurred in the removal of waste and the restoration and repair measures of the site. In addition,

the District Court confirms in the judgment that Nurminen Logistics Plc has the right, on the basis of the counterclaims it has made, to

receive compensation for the aforementioned costs from the rental security deposit provided by the tenant.

Key figures for the parent company

Key figures for business

2021 2022 2023

Net sales, EUR 1,000 3,434 3,716 1,997

Operating result (EBIT) EUR 1,000 -1,088 -1,162 -2,656

Adjusted operating result,

(EBIT) EUR 1,000*

174

% of net sales -31.7% -31.3% -133.0%

Adjusted % of net sales* 5.1%

Result for the financial

year, EUR 1,000

4,662 454 -959

Adjusted result for the financial

year, EUR 1,000**

742 -846

% of net sales 135.8% 12.2% -48.0%

Adjusted % of net sales** 21.6% -42.3%

Return on equity (ROE), % 13.2% 1.2% -2.6%

Return on investment (ROI), % 0.6% 2.2% 1.1%

Adjusted return on investment (ROI), %* 3.2%

Equity ratio, % 68.1% 69.4% 62.1%

Gearing, % 28.0% 28.1% 40.8%

Wages and salaries paid, EUR 1,000 2,705 1,678 1,968

Adjusted wages and salaries paid, EUR 1,000* 1,443

Average number of employees 15 12 12

* Non-recurring remuneration for the 2021 financial year which, based on an estimate of Nurminen’s management, is not associated with

normal business operations, has been taken into consideration in the adjusted key figure.

** Non-recurring remuneration, Group contribution and change in deferred tax liabilities have been taken into consideration in the adjusted

key figure for the financial year 2021. The change in the deferred tax asset have been taken into consideration in the adjusted key figure

for the financial year 2023.

Nurminen Logistics Plc Financial statements 2023 









On 31 December 2023, the parent company’s distributable equity is EUR 29,978,686.01, of which the loss for the period amounted to

EUR 959,432.25.

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 of the company’s 78 127 855 shares outstanding, totaling at most EUR 4 687 671.30. In addition, the Board

of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide the date and the final amount of the

repayment of equity from the reserve for invested unstricted equity.

All shares outstanding on the dividend payment record date, with the exception of the treasury shares held by the company, are entitled

to dividend for 2023.



Helsinki, 13 March 2024

Irmeli Rytkönen Olli Pohjanvirta

Chair of the Board of Directors President and CEO

Juha Nurminen Erja Sankari

Karri Koskela



Auditor’s report has been issued today.

Helsinki, 13 March 2024

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant

Nurminen Logistics Plc Financial statements 2023



To the Annual General Meeting of Nurminen Logistics Plc





We have audited the financial statements of Nurminen Logistics Plc (business identity code 0109707-8) for the year ended 31 Decem-

ber 2023. 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 as well as its financial performance and

its cash flows in accordance with IFRS Accounting Standards as adopted by the EU.

• the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance

with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.

Our opinion is consistent with the additional report submitted to the Audit Committee.



We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further

described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable

in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are

in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit

services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note

4 to the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.



Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements

of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report,

including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment

of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed

to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence

of management bias that represented a risk of material misstatement due to fraud.



Nurminen Logistics Plc Financial statements 2023

 

-

tion

Refer to note summary of significant accounting policies and note

30.

Nurminen Logistics’ subsidiary North Rail Holding Oy acquired

100 % of North Rail Oy during the financial year. The acquisition

date was determined to be 14.2.2023. The purchase consider-

ation of 9,2 million euro was paid in cash.

After the transaction, Nurminen Logistics’ share of North Rail

Holding Oy is 79,8% and Finnish investors holding is 20,2% (of

which 10,1 % belongs to a related party).

Assets acquired and liabilities and contingent liabilities assumed

in a business combination are measured at acquisition date fair

value. Management judgement relates specifically to determining

the fair value of acquired assets and liabilities, in particular

determining the fair values of separately identifiable tangible

assets. The purchase price allocation resulted in a bargain

purchase amounting to 12,3 million euro. The share belonging to

the owners of the parent company is 9,8 million euro and the

share belonging to the non-controlling interest is 2,5 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, and the fact that business combination was

executed together with a related party.

Our audit procedures included, among others:

• Familiarizing ourselves with the Share Purchase Agreement

relating to the business combination of North Rail Oy.

• 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.

• Familiarizing ourselves with the other contracts related to this

transaction, meeting minutes and decisions of the Board of

Directors including power of attorney rights as part of our

general audit procedures since business combination was

performed together with a related party.

• Assessment of the adequacy of disclosures relating to the

business combination.

 



Refer to note summary of significant accounting policies and note

18.

As of balance sheet date 31 December 2023, the group had

deferred tax assets arising from the unused tax losses carry

forward amounting to 5,9 M€.

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

communication with tax authorities.

• assessed disclosures related to deferred taxes.



Nurminen Logistics Plc Financial statements 2023





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 neces-

sary 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 con-

cern 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.



Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

 



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.

 



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 2023

amounted to 49,1 million euros. These investments represented

some 83 % of the total assets and some 134 % 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.



Nurminen Logistics Plc Financial statements 2023

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 circum-

stances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by management.

• Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting

and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists,

we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the parent company or the group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events so that the financial statements give a true and fair view.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to

express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance 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 inde-

pendence, 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.





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 8 years.



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.

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 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. Our responsibility also includes considering whether the report of the Board of Directors has been prepared in

accordance with the applicable laws and regulations.

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 accordance with the applicable laws and regulations.

If, based on the work we have performed, we conclude that there is a material misstatement of the report of the Board of Directors, we are

required to report that fact. We have nothing to report in this regard

Helsinki, 13 March 2024

Ernst & Young Oy

Authorised Public Accountant Firm

Juha Hilmola

Authorised Public Accountant



Nurminen Logistics Plc Financial statements 2023









We have performed a reasonable assurance engagement on the iXBRL tagging of the consolidated financial statements included in the

digital files 743700O69NCHTNEV0362-2023-12-31-fi.zip of Nurminen Logistics Oyj (business identity code: 0109707-8) for the financial

year 1.1.-31.12.2023 to ensure that the financial statements are marked/tagged with iXBRL in accordance with the requirements of Article

4 of EU Commission Delegated Regulation (EU) 2018/815 (ESEF RTS).



The Board of Directors and Managing Director are responsible for the preparation of the Report of Board of Directors and financial state-

ments (ESEF financial statements) that comply with the ESESF RTS. This responsibility includes:

• Preparation of ESEF-financial statements in accordance with Article 3 of ESEF RTS

•

Tagging the primary financial statements, notes to the financial statements and the entity identifier information in the consolidated finan-

cial statements included within the ESEF-financial statements by using the iXBRL mark ups in accordance with Article 4 of ESEF RTS

• Ensuring consistency between ESEF financial statements and audited financial statements.

The Board of Directors and Managing Director are also responsible for such internal control as they determine is necessary to enable the

preparation of ESEF financial statements in accordance the requirements of ESEF RTS.



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



In accordance with the Engagement Letter we will express an opinion on whether the electronic tagging of the consolidated financial

statements complies in all material respects with the Article 4 of ESEF RTS. We have 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 tagging of the primary financial statements in the consolidated financial statements complies in all material respects with

Article 4 of the ESEF RTS

•

whether the tagging of the notes to the financial statements and the entity identifier information in the consolidated financial statements

complies in all material respects with Article 4 of the ESEF RTS

• whether the ESEF-financial statements are consistent with the audited financial statements.

The nature, timing and extent of the procedures selected depend on the auditor’s judgement including the assessment of risk of material

departures from requirements sets out in the ESEF RTS, whether due to fraud or error.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our statement



In our opinion the tagging of the primary financial statements, notes to the financial statements and the entity identifier information in the

consolidated financial statements included in the ESEF financial statements 743700O69NCHTNEV0362-2023-12-31-fi.zip of Nurminen

Logistics Oyj for the year ended 1.1.-31.12.2023 complies in all material respects with the requirements of ESEF RTS.

Our audit opinion on the consolidated financial statements of Nurminen Logistics Oyj for the year ended 1.1.-31.12.2023 is included in our

Independent Auditor’s Report dated 13.3.2024. In this report, we do not express an audit opinion any other assurance on the consolidated

financial statements.

Helsinki, 13 March 2024

Ernst & Young Oy

Authorized Public Accountant Firm

Juha Hilmola

Authorized Public Accountant



Head office

Satamakaari 24

00980 Helsinki, Finland

Tel. +358 10 545 00

[email protected]