Annual Report 2025
Railcare Group AB (publ) is a Swedish public company with its registered offices in Skellefteå, Sweden. Corp. ID. No.: 556730–7813. LEI code: 549300UH2JD85PIJOK89. In this document, “Railcare” refers to the Railcare Group, Railcare Group AB and its subsidiaries. The complete Annual Report is available on Railcare’s website, www. railcare.se/en/. The printed version of the Annual Report is distributed only to shareholders who have ordered printed copies. The 2025 Annual Report was published in April 2026. All amounts are expressed in Swedish kronor. Kronor is abbreviated as “SEK”, thousands of kronor are abbreviated as “SEK 000” and millions of kronor are abbreviated as “SEK million” or “SEK m”. Figures in brackets refer to the preceding year, unless otherwise stated. This report contains forward-looking information based on Railcare’s current expectations. No guarantee can be given that these expectations will prove to be correct. Actual outcomes may therefore differ substantially from what appears in the forward-looking information as a consequence of, for example, changes in economic, market and competition conditions, changes in legal requirements and other policy measures, exchange rate fluctuations and other factors. Data regarding the market and competitive situation reflects Railcare’s own assessments unless a specific source is indicated. These assessments are based on the best and latest data available. The audited Annual Report includes pages 34-118.
2Contents
7 About Railcare
Railcare Group Ab Annual Report 2025
Contents
| The year in brief | 4 |
|---|---|
| CEO’s comments | 6 |
| Market and external environment | 9 |
| Strategy, business model and targets | 16 |
| Our operations | 22 |
| Our business culture | 29 |
| Our employees | 30 |
| The share | 31 |
| Investment case | 33 |
| Administration Report | 34 |
| Sustainability Report | 40 |
| Corporate Governance Report | 53 |
| Financial statements and notes | 66 |
| Other Information 118 | Financial calendar 2026 |
07 May
Interim Report January-March 2026
07 May
Annual General Meeting for 2025
13 Aug
Interim Report January-June 2026
05 Nov
Interim Report January-September 2026
11 Feb 2027
Year-end report 2026
Cfo
Johan Elveros
Investor Relations
Hanna Hedlund
+46 (0)70–658 38 09 [email protected]
3Contents
1 About Railcare
Together, we create the
railway of the future
Railcare is a solution-oriented company that adds value by working for more sustainable railways through committed employees. As a railway specialist we offer services such as track maintenance using our proprietary machinery, transport with our own locomotives and drivers, locomotive and wagon workshops, as well as machinery and technology development. At Railcare, our commitment to fostering a working environment characterised by a strong safety culture, accountability, a solution-oriented approach, collaboration and engagement is a central part of our operations. It also means that all our employees show – and are expected to show – a high degree of personal responsibility for everything from customer deliveries to embodying our values. Jonas Sääf, machine operator
4Contents
1 About Railcare
The Year In Brief
The year in brief
Railcare strengthens railway
resilience [Q3] To meet increasing demands for a robust railway network, Railcare carries out inspections of drainage systems and culverts along the railway. The functionality of the drainage system is critical to diverting water away from the railway embankment. If water accumulates or pressure becomes too high, sections of the track risk being undermined, potentially resulting in major disruptions and safety risks. By identifying needs and risks at an early stage, relatively simple measures can prevent costly damage and operational disruptions. “We are seeing growing demand for inspections. Our experience is that significant improvements can often be achieved through relatively simple measures,” says Andreas Larsson, Operations
Manager for Railcare’s Relining operations.
Core Operations Driving Long-Term Goals [Q3]
As part of its continued growth journey, Railcare has structured its organisation around the three business segments: Contracting, Transport and Technology. Two new Business Area
Managers have also been appointed: Patrik Söderholm, Head
of the Technology segment, and Torbjörn Larsson, Head of the
Transport segment.
Snow Clearance Contract With The Swedish Transport
Administration, Value Sek 355 Million [Q1]
Railcare has been awarded a contract with the Swedish Transport Administration relating to snow clearance. The contract spans a period of four years with an option to extend for 1+1 years. The contract is worth just over SEK 59 million annually, generating a total value of SEK 355 million over the entire contract period. Under the new agreement, Railcare will operate as a national resource for snow clearance at specific locations around Sweden, designated by the Swedish
Transport Administration.
”We are delighted to have been awarded this important contract, not only because it contributes to Railcare’s financial stability, but also because of the critical assignments we carry out– making railways more accessible, including in challenging weather conditions,” commented Mattias Remahl,
President and CEO of Railcare.
New Railvac Order [Q1]
Railcare has won an order from the Norwegian company Baneservice for a new maintenance machine, a Railvac, with a total value of SEK 30 million. Delivery is expected to take place at the start of 2026. Mattias Remahl, President and CEO Railcare Group comments: ”Norwegian railways also have extensive maintenance needs and we are naturally delighted that Baneservice has chosen to invest in one of our machines.”
New Clearance
Locomotives
During the year, Railcare
established additional snow clearance locomotives in
Nässjö, Älmhult, Gävle and
Ånge.
In addition to these locations,
Railcare also operates snow
clearance locomotives in Långsele, Vännäs, Boden,
Kiruna and Borlänge. At the
beginning of 2026, a snow clearance locomotive was also established in Hallsberg.
5Contents
1 About Railcare
The Year In Brief
KPIs RAILCARE GROUP IN SUMMARY 2025
Net sales
SEK m
Operating margin
Operating profit
SEK m
Sales growth
Profit/loss for the year
SEK m
Dividend per share
Number of employees
Kajsa Andersson Junkka, train driver
CEO’S COMMENTS
The past year has been marked by significant global uncertainty, including the ongoing war in Ukraine and changing trade conditions. These external challenges place greater demands on companies’ ability to adapt quickly and act proactively. Railcare has long benefited from a flexible organisation and a solution-oriented approach, which has also contributed to a strong result this year. It is clear that our ability to respond quickly to changing needs continues to be an important success factor.
Developments in the external environment in recent
years have been characterised by significant uncertainty, affecting both the global security situation and economic conditions. Despite this, we currently see no material impact on Railcare. On the contrary, an increased focus on critical infrastructure and Sweden’s NATO membership has strengthened awareness of the need for a robust and reliable railway. Today, the importance of the railway is more relevant than ever, and as an agile and solution-oriented company, we see good business opportunities even in a changing environment. Investment in the railway continues to increase, and Railcare is well positioned to capture future opportunities.
Record-high railway investments in the proposed
national plan
The Swedish Transport Administration’s proposed
national plan entails extensive, long-term investments in the railway. On 30 September 2025, the proposal for a new national transport infrastructure plan for the period 2026–2037 was presented. The plan prioritises improved commuter travel, strengthened competitiveness for Swedish industry and a more robust total defence. The objective is to make travel and transport more reliable, efficient and safe, while reducing climate and environmental impact. For the first time, the
Railcare stands
firm in a changing environment “It is clear that our ability to respond quickly to changing needs continues to be an important success factor.”
6Contents
1 About Railcare
CEO’S COMMENTS
Swedish Transport Administration has also established
a timetable to address the accumulated maintenance backlog, with the aim of eliminating the railway’s backlog by 2050. The extended timeframe is motivated by the need to maintain traffic during implementation. The railway is given a clearly increased priority, and approximately 80 percent of the named investments are directed towards the development of existing infrastructure. The plan is largely based on socio-economic benefit. This means that maintenance measures are prioritised based on those that deliver the greatest long-term value, both in terms of efficient working methods and requirements for sustainable solutions in procurement. Lower cost is not always the best option over time, and access to track for maintenance is a key factor in ensuring that traffic can be maintained in the long term. The direction of the plan is well aligned with Railcare’s offering. Our long-standing investment in efficient machinery and methods positions us well as the need for sustainable and reliable maintenance increases in line with growing traffic volumes. We are already well positioned today as an established and reliable supplier in the industry.
Ongoing challenges in the railway sector create
opportunities for Railcare Recurring disruptions to rail traffic during the summer have continued to affect both passengers and freight transport. The situation highlights the need for longterm measures to strengthen the resilience and reliability of the railway, particularly in light of a deteriorating security environment, increasing climate impact and more extreme weather conditions. There is broad consensus on the importance of effective maintenance, where modern methods, the right equipment and skilled employees are central. Railcare has a strong reputation within the industry and is known for innovation and practical solutions. We take an active responsibility in contributing to a more sustainable and resilient railway infrastructure. Railcare has decided to wind down its operational activities in the United Kingdom Operations in the UK have experienced declining volumes for an extended period as a result of insufficient investment in railway maintenance. The expected increase in volumes required to achieve profitability has not materialised. Ongoing projects will be completed, and the company is now initiating the wind-down
of the operations. In parallel, the possibility of leasing out the existing fleet of machines in the country is being evaluated. We are convinced that our machines and our method can help address many of the challenges facing the UK railway network.
The growth journey continues
With the ambition of achieving revenue of SEK 1,000 million and an operating margin of 13 percent by 2027, we continue to develop the organisation and our ways of working to create the right conditions. We hold a strong market position across all business segments.
The extensive maintenance requirements on the
railway continue to drive a high level of activity, with a focus on executing planned measures efficiently while maintaining safety.
Within the Technology segment, we prioritise the
completion of our in-house developed maintenance machines while also carrying out external assignments at our facilities in Skelleftehamn and Långsele. In the longer term, the objective is to broaden the offering within new production, life extension and ongoing maintenance. We have also strengthened our efforts to “Railcare has a strong reputation within the industry and is known for innovation and practical solutions. We take an active responsibility in contributing to a more sustainable and resilient railway infrastructure.”
7Contents
1 About Railcare
CEO’S COMMENTS
create synergies between our operations and to further develop relationships with customers. The transport operations continue to grow. During the year, we commenced assignments with snow clearance locomotives on standby at four new locations, and the high level of track replacement activity has contributed to strong demand for contracting transport services. Our high delivery reliability distinguishes us within the industry and creates good opportunities for new assignments going forward. Continued expansion within the Transport segment is essential to achieving our targets for 2027.
Market outlook
Following Sweden’s accession to NATO, the focus on the
railway has increased further. Broadly speaking, from a defence perspective, accession means that our external borders have shifted from Sweden’s national borders to NATO’s external borders. Sweden’s primary role within NATO will be to function as a transit country. This includes ensuring reliable and efficient transport to countries in the east. One positive aspect of the evolving security landscape is that the Swedish railway needs to be upgraded. This needs to be carried out without delay, which in turn requires more efficient maintenance that minimises disruption to the vital railway traffic.
The Swedish Transport Administration has clarified
the need for increased maintenance measures and investment in new railway infrastructure. Now it is a matter of turning words into action, and at Railcare we will contribute to the extent we can.
In our Transport operations, high delivery reliability
is a critical success factor. It is built on committed and flexible employees who ensure that our transports are carried out in line with customer requirements, even when conditions change at short notice. Our ability to manage these challenges places us at the forefront of the industry. Demand for services in our Technology segment continues to develop positively. The industry faces increasing requirements, including those related to environmental performance and the implementation of new signalling systems. We already offer relevant services in these areas and are now evaluating the possibility of expanding our workshop to meet the growing market and ensure future growth. In recent years, we have focused on developing maintenance machines for our own operations. With the expertise that has been built up, we have now strengthened our focus on machine sales and other external assignments. Through our long-term contracts, we have created the conditions to achieve our financial targets. Work to take the operations to the next level has already commenced and includes both organisational development and the continued renewal of our customer offering. However, as previously noted, increased assignments within the Transport segment are critical to achieving our financial targets.
Mattias Remahl
President and CEO Railcare Group AB
“Through our long-term contracts, we have created the conditions to achieve our financial targets. Work to take the operations to the next level has already commenced and includes both organisational development and the continued renewal of our customer offering.”
8Contents
1 About Railcare
9Contents
1 About Railcare
Railcare Group Ab Annual Report 2025 / External Environment And Market
The Swedish railway in numbers
km of railway track of the railway network is electrified switches stations tunnels railway bridges freight trains a day passenger trains a day Charlie Majstedt, mechanic
10Contents
1 About Railcare
External Environment And Market
External environment and market trends
Effective railways are the foundation for sustainable transport in our society. Railways, with their long life span and low emissions, are an important element of future infrastructure. Railcare works to keep the railway operational by carrying out specialised track maintenance within its Contracting operations using proprietary vacuum machines, which the company has designed and built since 1992. Railcare also carries out freight, contracting and special transport services using its own locomotives and drivers, and provides snow clearance locomotives on standby. The company also operates workshops engaged in everything from new production and life extension to service and maintenance. Railcare’s operations are primarily conducted in Sweden, where the company performs both contracting and transport assignments and operates its workshops.
Railcare’s operations are impacted to varying degrees
by a number of external factors, which are described on the following pages.
Major investments are
being carried out to improve the railways. Of the total SEK 1,171 billion allocated to Sweden’s transport infrastructure for the period 2026–2037, SEK 210 billion is earmarked for the operation, maintenance and reinvestment of the railway.
Projects in the national
plan are intended to generate socio-economic benefit by strengthening the competitiveness of
Swedish industry, contributing to a robust and
resilient total defence, and accelerating the climate transition.
The EU’s Fit for 55 climate
package comprises legislation and policy initiatives aimed at reducing the EU’s greenhouse gas emissions by at least 55 percent by 2030 compared with 1990 levels, and achieving climate neutrality by 2050 at the latest.
The Swedish Transport
Administration aims
for the state transport infrastructure to be climate neutral by 2040 and is working to set climate requirements in procurement and develop methods to reduce climate impact in investment and maintenance projects.
According to the International Transport Forum
(ITF), global demand for transport is expected to continue to increase significantly up to 2050.
In a scenario where
current climate policy ambitions remain unchanged, global passenger transport is projected to increase by around 80 percent, while demand for freight transport is expected to approximately double.
In Sweden, several analyses indicate that freight
transport volumes could increase by 40–50 percent by 2040.
SEK 210bn-55%+50%
11Contents
1 About Railcare
External Environment And Market
External factors
External Factor Impact On External
Environment
Impact On Railcare
The railway is once
again at the centre as a strategically important part of infrastructure, both nationally and internationally. The railway infrastructure, both nationally and internationally, is subjected to heavy stress by increasing volumes of goods and passengers. A development that shows no signs of abating. This places growing demands on railways, which already have a severe maintenance deficit.
In 2025, the Swedish Government
presented a proposal for a national transport infrastructure plan. A total of approximately SEK 1,200 billion is to be invested during the period 2026–2037.
The starting point is that maintenance of
roads and railways must be strengthened, that the needs of total defence must be taken into account, and that investment funds should be allocated to maximise socio-economic benefit.
The investments are thus intended to
increase accessibility for individuals and businesses, strengthen competitiveness, reduce climate impact and create a more robust and resilient transport system. They are also expected to improve conditions for efficient freight transport, safer commuter travel and increased capacity where needs are greatest. Rising transport volumes, the substantial maintenance backlog and extensive infrastructure investments reinforce the need for efficient maintenance measures. For Railcare, this represents a clear opportunity, as the company specialises in preparatory railway maintenance such as cable lowering, drainage and ballast replacement—measures carried out ahead of major track renewals and refurbishments. Major track replacement projects also create opportunities for the Transport operations, as Railcare provides traction for track renewal machines as well as sleeper and ballast wagons. Using vacuum technology, work can be carried out with high precision and limited impact on traffic, which is particularly important in a heavily utilised railway system. Railcare also contributes to increased resilience through snow clearance of prioritised parts of the railway network, thereby strengthening operational reliability during winter conditions.
Through framework agreements with infrastructure
managers and assignments for major maintenance contractors, Railcare participates in the increased investments now being made in railway maintenance. Overall, these investments provide good opportunities for Railcare to contribute to a more reliable and sustainable transport system.
External Factor Impact On External
Environment
Impact On Railcare
The role of the railway
as a central component of Sweden’s preparedness and total defence Amid increasing geopolitical uncertainty, the role of the railway in societal preparedness has become increasingly important. A functioning and robust transport infrastructure is critical to the needs of total defence, not least for military mobility within and between countries. Sweden must be able to transport personnel, vehicles, materiel and supplies quickly, safely and in large volumes. At present, parts of the Swedish railway infrastructure do not fully meet NATO requirements for military mobility. This includes capacity for longer and heavier trains, higher permissible axle loads and sufficient load-bearing capacity in bridges and infrastructure.
Redundancy within the system is also
an important factor. A strengthened focus on robustness, redundancy and capacity in the railway system is therefore not only a matter of efficient transport, but also of national security and defence capability.
An increased focus on preparedness and military
mobility gives Railcare’s Transport and Technology operations a more clearly defined role. With a flexible locomotive fleet and extensive experience of contracting transport services on railways across the country, Railcare has the ability to adapt quickly to changing needs. The company holds transport licences in both Sweden and Norway and has cross-border capability via Tornio. Snow clearance locomotives on standby are a clear example of how Railcare already contributes to a more accessible and resilient railway. Snow clearance during the winter season is also an important part of ensuring accessibility and operational reliability under demanding conditions.
Railcare’s ECM-certified workshops are strategically
located, including in Långsele, where the east–west connection is central to total defence, as well as along
Malmbanan (the Iron Ore Line), which is of significant
importance to both industry and supply resilience. The geographical presence creates favourable conditions for efficient service and maintenance. Overall, Railcare is well positioned to contribute to a more robust and accessible railway system at a time when preparedness and resilience are becoming increasingly important.
12Contents
1 About Railcare
External Environment And Market
External factors
External Factor Impact On External
Environment
Impact On Railcare
Railway transport
expected to increase significantly due to growing volumes of goods and passengers.
Analyses by the Swedish Transport
Administration indicate that both
passenger and freight transport are expected to increase by around 50 per cent by 2040. At the same time, extensive industrial development is underway in Sweden, with new investments emerging in areas such as fossil-free production. Here, the market is a strong driving force, with customers demanding sustainable transport as a central part of their value chains.
These major investments also entail a
broader societal transformation, with increased transport needs for both industry and the population. The increased traffic must be accommodated within a railway system that is already characterised by capacity constraints and several bottlenecks, where it is difficult to ensure sufficient accessibility and track access. At the same time, there is a significant maintenance backlog, meaning that contracting works must be carried out in parallel with growing traffic volumes.
Extreme weather places further strain
on the system and remains an ongoing challenge for many railway operators. For Railcare’s Transport operations, a reliable and flexible provider of freight, contracting and special transport services, the market shift from road to rail, combined with increased transport demand, represents an opportunity. The company has established collaborations that ensure access to locomotives, while a strong employer brand creates favourable conditions for both retaining and recruiting drivers.
The Transport operations also carry out clearance
assignments within the framework of a contingency contract with the Swedish Transport Administration. This means that a number of locomotives are stationed across Sweden to enable the rapid removal of trains that have become stranded on the track for various reasons. This is an important assignment to ensure the availability and accessibility of the railway. There is also clear potential within Railcare’s Contracting operations linked to increased transport volumes. When track access is scarce and maintenance needs are simultaneously high, the company’s efficient and low-impact machines become critical. The working methods can be likened to a Formula 1 pit stop, with fast, precise and well-planned interventions within limited time windows. By creating the right conditions ahead of major measures, the risk of standstills and unnecessarily prolonged disruptions is reduced. This contributes to the resource efficiency and socio-economic benefit that is also an explicit objective in the state’s governance of infrastructure.
External Factor Impact On External
Environment
Impact On Railcare
A standardised European rail traffic management system.
For some time, work has been underway to establish a harmonised railway system within the EU. The aim is to increase railway efficiency and competitiveness compared to other modes of transport. This has resulted in major investments throughout Europe, including the ERTMS (European Rail Traffic
Management System) digital signalling
system. When the new ERTMS signalling system is introduced on Swedish railways, locomotives will also need to be upgraded with the new on-board system ETCS (European Train Control
System).
In February 2025, the government
decided to task the Swedish Transport Administration with designing a support program for investments in onboard equipment for ERTMS. This benefits the train operators and, consequently, the passengers. Railcare faces the need to upgrade its locomotive fleet in line with the implementation of the European signalling system ERTMS/ETCS. In this area, the company is well positioned through its own workshops, which have the expertise and experience required to install and integrate the ETCS onboard system in different locomotive types. Installation of onboard equipment is also offered to external customers, where demand is significant as the system transition accelerates in Sweden and across Europe. The transition to ETCS is a prerequisite for future traffic on large parts of the railway network and entails extensive technical adaptations for rolling stock owners.
The Swedish Government’s decision to provide financial
support to operators required to invest in ETCS onboard equipment contributes to accelerating the transition. This creates more stable planning conditions and provides good opportunities for our workshops to continue developing within this area, both through internal upgrades and assignments for external customers.
13Contents
1 About Railcare
External Environment And Market
External factors
External Factor Impact On External
Environment
Impact On Railcare
Reduce climate impact
by lowering carbon emissions in the contracting and transport sectors. The EU climate package Fit for 55, with measures in the areas of climate, energy and transport, aims to reduce EU countries’ greenhouse gas emissions by at least 55 percent by 2030 and make Europe climate-neutral by 2050. At the same time, the Swedish Transport Administration has announced that Swedish railways must be climate neutral by 2040.
Railways are, intrinsically, a more
environmentally friendly option for transporting large volumes of goods and people than, for example, trucks.
However, many sections are not
electrified, and there is also a need for a contingency perspective. During contracting works, overhead lines are often de-energised. Alternative solutions are therefore required in all such situations. Reducing emissions through improved engines, alternative fuels or battery power are becoming important areas.
Needless to say, this places high
requirements on everyone who works with and on railways, especially in an industry with high levels of investment in machinery and vehicles. Significant investments have been made to develop electric and battery-powered vacuum machines for our Contracting operations. This contributes to the transition and demonstrates that large maintenance machines can be operated in a more sustainable manner, thereby advancing the industry as a whole.
Electric locomotives are currently used in Railcare’s
transport operations to transport ore for Kaunis Iron and LKAB. For contracting, special and contingency transport services, both owned and leased diesel and electric locomotives are used. Railcare has played a leading role in introducing the latest locomotive type, EffiShunter 1000, featuring Stage V engines and improved environmental performance, to the Swedish market. Railcare’s workshops play an important role in this area, both now and going forward. There, for both our own operations and external customers, we carry out so-called life extension measures for locomotives. This means that locomotives are given a new lease of life through measures such as engine replacement, refurbishment of exterior and interior surfaces, and installation of new digital onboard systems. Extending the service life of existing locomotives is generally positive from a climate perspective, as it reduces the need for new production and thereby the overall climate impact.
Customers and competitors
14Contents
7 About Railcare
Customers And Competitors
Railcare’s market comprises various areas of the
railway industry. During 2025, at Group level, private sector customers accounted for approximately 57 percent of consolidated net sales. Public sector customers represented approximately 43 percent.
Contracting operations
Railcare perform contracting operations in areas where
efficient vacuum machines are needed. The public sector customers are public infrastructure administrators and railway operators. In Sweden, Railcare has framework agreements with the Swedish Transport Administration for the provision of track maintenance and snow clearance.
Our private customers are primarily contractors who
manage basic maintenance for the Swedish Transport
Administration, such as Infranord and NRC Group.
However, they may also include other companies that own their railway infrastructure and therefore need reliable infrastructure, such as mining companies that manage certain routes adjacent to facilities. Railcare’s vacuum technology constitutes a specialised alternative for certain types of work, with characteristics that differ from more conventional methods. Railcare’s main competitors within Contracting operations are therefore other railway contractors that use traditional excavator-based solutions.
Transport operations
Private customers in our transport operations include
mining companies and other companies with a need for reliable transport of heavy and valuable freight, such as Kaunis Iron and LKAB, for which Railcare is an important part of the logistics chain. Railcare also carries out contracting transport, e.g. of railway sleepers and macadam for major track replacements, Customers in this area include Infrakraft and NRC Group. The Swedish Transport Administration is also a customer of Railcare’s Transport operations. On its behalf, Railcare provides snow clearance locomotives on standby at selected locations across the country to enable the removal of any trains that may become stranded on the railway. Competitors in the area of transport include
Green Cargo, Hector Rail and ProTrain.
15Contents
1 About Railcare
Customers And Competitors
Technology operations
Railcare’s workshops offer everything from new production and life extension of locomotives and machines to service and maintenance. Among private customers within new production are owners and managers of railway infrastructure, including the US-based railway operator Loram and the Norwegian company Baneservice. The Swedish Transport Administration has been an important partner over the years in the development of snow melting machines and snow ploughs, and will continue to be an important customer in the further development of these solutions. With regard to life extension services, as well as service and maintenance, railway operators, transport companies and locomotive leasing companies—such as Nordic Re-Finance—constitute the company’s main customers. In recent years, the Technology operations have developed new electric and battery-powered vacuum machines. These machines are of particular interest to infrastructure managers responsible for railway sections that are difficult to access, such as tunnels and bridges. The experience Railcare has built up over the years in battery and vacuum technology is unique and can be leveraged to transform both locomotives and machines.
Railcare’s first battery-powered
vacuum machine for railway maintenance.
16Contents
1 About Railcare
Railcare Group Ab Annual Report 2025 / Vision, Strategy And Targets
Jörgen Dahlqvist, mechanic
Vision
Railcare shall develop with satisfied customers and positive profitability, thereby increasing shareholder value.
Business Concept
In close partnership with its customers, Railcare shall develop efficient and sustainable services, products and methods for the railway industry’s various segments. We achieve this through a strong safety culture, competent staff, high quality, and reliable delivery.
17Contents
1 About Railcare
Vision, Strategy And Targets
Strategy
Our interest in doing things differently will continue to be a success factor for Railcare in the future. Focus on our employees, who are by far our most important asset Railcare aims to be an attractive employer for employees today and in the future. Each employee contributes to our corporate culture, and it is only together that we create the energy that so often characterises Railcare’s employees. This is a success factor for high-quality deliveries to our customers. We believe that our energy is created through a high level of personal responsibility, with safety always coming first, by building a strong team spirit and by showing respect for everyone.
Efficient contracting assignments that
contribute to more sustainable railways
An increased focus on efficient railway maintenance
means that Railcare’s machines, niche vacuum technology and working methods will be in demand from customers. Railcare also has the first electric and battery-powered railway maintenance machines in operation. This is already creating benefits for customers and the business, and future requirements will further increase demand for electrified machines.
18Contents
1 About Railcare
Railcare Group Ab Annual Report 2025 / 18
Vision, Strategy And Targets
Strategy
Provide reliable, sustainable transport
There is a solid foundation for this because Railcare is agile, flexible and easy to work with. In the transition to more sustainable transport, our locomotive workshop has a central role to play with regard to our customers and our fleet of locomotives. It enables us to renovate and upgrade worn-out locomotives with new, lower emission engines and future technologies. With regard to Railcare’s own locomotive fleet, future requirements regarding fossil fuel emissions and ETCS equipment will require a transition to secure future business opportunities.
Embodying the entrepreneurial spirit
Railcare’s success is rooted in its origins as an entrepreneurial company. The strength of an agile, high-energy and solutions-oriented organisation is something we value and aim to continue nurturing. It involves being able to make fast but well-balanced decisions that can create business opportunities, within the framework of our vision and targets. It requires us to create new methods, innovations and working methods in parallel with building machines and the organisation. Doing things differently will continue to be a success factor in the future.
Driving progress towards
more sustainable railways
Increasingly strict requirements will be imposed for
climate-neutral transport and contractors. In this transition, Railcare is committed to being a role model and realising its visions. We do this both by developing new electric machines and by updating our own fleet of machinery and vehicles with better alternatives. Our first electric-powered machines are now in operation, an innovation through which we have built a valuable knowledge base in battery technology, opening up the possibility to convert more diesel-powered machines in the railway sector. From a long-term perspective, Railcare is also actively working to upgrade and/or replace the locomotives used in our operations. The company has already taken the first step by investing in new locomotives with so-called Stage V engines, which offer improved environmental performance compared with older diesel locomotives. This marks a valuable first step for both our business and the environment.
Responsible
employee
Unique experience
& competence
Investments
(machines, locomotives, workshops)
Long term
owners
Innovative &
solution oriented work
Our company culture
Using creative solutions, we find
unexpected ways to solve problems.
Something that in turn creates a
business filled with energy, curiosit and willingness to take responsibilit.
Technology
Development and new construction of machinery. Life extensions,
system installations, and servicing and maintenance of machinery and locomotives.
Transport
Environmentally friendly and
reliable transport by rail, with own workshops.
Contracting
Planning and execution of niche
contracting and maintenance work on railways with self-developed machines.
Societ
Gets a well-functioning railway
and environmentally efcient transport.
Customers
Get efcient and sustainable
solutions that strengthen their competitiveness.
Employees
Get a safe and secure work
environment with a high degree of personal responsibilit and opportunities for developing.
The capital market
May participate in the development of an important industry.
Obtains returns through value
growth and dividends. R E S O U R C E S O F F E R
Value Creation
19Contents
U About Railcare
The Share
Administration Report
Sustainability Report
Financial Statements, Notes
Other Information
Railcare Group Ab Annual Report 2025 / Vision, Strategy And Targets
Business model
Our business model is based on the customers’ need for well-functioning railways and transport. Railcare’s technological and logistics expertise provides innovative, specially adapted solutions for a sustainable railway sector and environmentally friendly transport to customers in a global market.
20Contents
1 About Railcare
Railcare Group Ab Annual Report 2025 / Vision, Strategy And Targets
Targets
The objective is to maintain positive
growth and to develop continuously as a niche innovative company. For its shareholders, Railcare shall be an energetic and profitable company.
Everyone who interacts with our
operations – employees, customers, suppliers and business partners – shall share our basic view that all human beings are equal, have high ethical and moral standards, and prevent and reduce any negative environmental impact. As we build Railcare for the future, people are our main asset, as are the innovations that drive us forward.
Financial Targets
Net sales
SEK m
Operating margin
Railcare’s ambition is to achieve these
targets by the end of 2027.
Dividend
Dividend policy
The company’s dividend policy is to
distribute 30-40 percent of the Group’s profit after tax, while maintaining an equity/assets ratio of 25 percent after dividends.
Railcare’s electric vacuum machines
are particularly well-suited for hard-to-reach areas such as tunnels, bridges, and railway yards.
21Contents
1 About Railcare
Railcare Group Ab Annual Report 2025 / Vision, Strategy And Targets
Follow-up of
financial targets Revenue and operating margin presented on a rolling four-quarter basis over the past two years.
Goal
Net sales 2027:
1,000 SEK m
Goal
Operating margin
Contents
1 Operations
Other Information 22
Railcare Group Ab Annual Report 2025 / Operations
Our operations
Kurt Boström, installation engineer
Our operations are
carried out in the following segments:
Contracting
Proportion of Group sales %
Transport
Proportion of Group sales
Technology
Proportion of Group sales %
Contracting Transport Technology
23Contents
7 Operations
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | OPERATIONS |
|---|
Freight
transport
Transporting ore
for Kaunis Iron and LKAB
Locomotive workshop
in Pitkäjärvi
Repairs and
maintenance
Locomotive workshop
in Långsele
Maintenance, extension of
service life, installation of train protection systems
Clearance locomotives
and specialist transport
Contracting-related
transport Transport of machinery, sleepers and macadam
Contracting including
vacuum technology
Proprietary Railvac
and Ballast Feeder
Contracting including
vacuum technology in Scandinavia
Proprietary machine
electric drive
Relining
Culvert renovations with
fibreglass and
UV technology
Workshop in
Skelleftehamn
Machine development, construction and maintenance
Machine sales
Export of machinery
to countries where Railcare does not carry out its own contracting work
The head office
is in Skelleftehamn.
Contents
1 Operations
Other Information 24Railcare Group Ab Annual Report 2025 /
Contracting
Railcare’s Contracting operations primarily carry out
railway maintenance contracts in Sweden. Using our proprietary vacuum and ballast machines, we perform various types of railway track maintenance, such as cable location, cable laying, reballasting and snow clearing. Another part of the contracting business specialises in culvert renovations focused on relining measures beneath railways and roads and at industrial sites, as well as permit inspections of culverts. The relining is carried out without disrupting rail traffic.
Net
sales
SEK m
Operating
profit
SEK m
Operating
margin
Transport
In the Transport operations, Railcare offers railway
transport using proprietary locomotives and drivers.
The company carries out freight, contracting and
special transport services under operating licences in Sweden and Norway, with cross-border access via the
Tornio border station.
Railcare transports ore on behalf of the mining industry using round trips. For larger maintenance projects,
Railcare provides traction for track replacement trains
as well as transport of sleepers and ballast. The company also provides clearance locomotives on standby under assignment from the Swedish Transport Administration.
Net
sales
SEK m
Operating
profit
SEK m
Operating
margin
Technology
The Technology operations include Railcare’s workshops, which build, convert, further develop, and sell machines and services to the railway industry. Railcare’s powerful vacuum technology is the foundation of our signature yellow maintenance machines – which have now been further developed to operate solely on electric and battery power. In the locomotive segment, Railcare specialises in life extension, modernisation, and the installation of traffic control systems. The workshops also carry out overhauls, repairs, servicing, and ongoing maintenance on locomotives, machines, and wagons.
Net
sales
SEK m
Operating
profit
SEK m
Operating
margin
Contents
1 Operations
Other Information 25Railcare Group Ab Annual Report 2025 /
Report from Operations
Contracting
Varberg Tunnel cleaned using battery-powered vacuum machine
Work on the Varberg Tunnel, carried out by Implenia on behalf of the Swedish Transport Administration, was completed during 2025. An important part of the preparations ahead of commissioning was the removal of construction dust and debris from the tunnel. Railcare was awarded the assignment to contribute to the smooth, efficient and sustainable cleaning of the railway tunnel using its battery-powered vacuum machine. The Varberg Tunnel, which forms part of the expansion of the West Coast Line, approached completion after several years of construction. In the final phase of the project, the Swedish Transport Administration focused on final adjustments and ensuring a clean and safe environment for future rail traffic. Railcare played an important role in this by using its battery-powered vacuum machine to remove construction dust and fine particles from the ballast and walkways in the rail tunnel. The machine, which is the largest of its kind in the world, enables emission-free cleaning and is particularly adapted for work in tunnel environments where ventilation and air quality are critical factors. The tunnel, which extends approximately three kilometres beneath central Varberg, entered service during “It is a fantastic opportunity to contribute to such a significant project as the Varberg Tunnel. Our vacuum machine comes into its own in hard-to-reach environments.”
Per Nilsson, Project Manager at Railcare
Inspections – a step towards strengthening railway resilience To meet increasing demands for a robust railway network, Railcare carries out inspections of drainage systems and culverts along the railway. By identifying needs and risks at an early stage, relatively simple measures can prevent costly damage and operational disruptions. “The inspections provide a clear overview of the entire drainage system. Once issues have been identified, the customer receives a digital overview of functionality and materials and can then plan preventive measures before acute damage occurs,” says Andreas Larsson, Operations Manager for Railcare’s relining operations. The functionality of the drainage system is critical to diverting water away from the railway embankment. If water accumulates or pressure becomes too high, sections of the track risk being undermined, potentially resulting in major disruptions and safety risks.
Extreme weather has further increased vulnerability
in recent years. Heavy rainfall can cause everything from erosion to entire railway sections being washed away. At the same time, drainage systems are neglected in many locations. It is often said that the systems are undersized, but experience shows that substantial improvements can be achieved by maintaining what is already in place. Many culverts and ditches are currently blocked or overgrown, and functionality can often be restored simply through flushing, clearing or minor refurbishment. “We are seeing growing demand for inspections. Our experience is that significant improvements can often be achieved through relatively simple measures. In this way, we strengthen railway resilience and extend the service life of the infrastructure,” concludes Andreas
Larsson.
Contents
1 Operations
Other Information 26Railcare Group Ab Annual Report 2025 /
Report from Operations
Transport
Transport of reused sleepers
During the year, Railcare participated in one of the
Swedish Transport Administration’s largest reuse
initiatives to date, under which approximately 87,000 concrete sleepers from track renewal works on the Iron Ore Line are being preserved for reuse rather than sent for disposal. The reused sleepers originate from the track renewal works on the Gällivare–Råtsi section, approximately 89 kilometres in length, and are transported via the Inland Line to Arvidsjaur, where they are stored temporarily pending further use. Together with the Swedish Transport Administration,
Infrakraft and Inlandsbanan, Railcare is contributing
through this assignment to strengthening Sweden’s preparedness capabilities, while also reducing costs and climate impact in railway infrastructure.
Traction services for track renewal on
the Iron Ore Line
During 2025, Railcare carried out assignments
related to the continued track renewal on the Iron
Ore Line (Malmbanan) on behalf of Infrakraft, the
contractor for the project. The assignments comprised both the transport of sleepers to strategic storage sites and the provision of traction services in connection with the track renewal works. The track renewal project commenced in 2024, when the section between Gällivare and Håmojokk was completed, and work continued during 2025 in the next phase. At the beginning of the year, Railcare transported a total of 22,000 sleepers from the factory in Vislanda to Gällivare, as well as a further 50,000 sleepers from Långviksmon to Kiruna. The transports were carried out using an RC locomotive and 14 RS wagons, ensuring that materials were in place at the storage sites required for the continued work along the line. Once the sleepers had been delivered to the storage sites, the next phase of the project could proceed. In this phase, Railcare provided traction services for track renewal trains, ballast cleaners and ballast trains in connection with the work along the Håmojokk–Råtsi section. These efforts form part of the long-term work to improve and future-proof the Iron Ore Line, one of Sweden’s most important freight railway lines. Railcare’s assignments contribute to ensuring both logistics and progress in a major infrastructure project.
The sleeper transports passed, among other
locations, over the well-known Pakkojokk Bridge, familiar within railway circles. One of our locomotive drivers took the opportunity to capture the consist on a beautiful autumn day.
Our third electric and battery-powered high-vacuum maintenance machine was completed during 2025 and is ready to enter service in 2026.
The machine combines
efficient and low-impact railway maintenance with fossil-free operation. It is powered via pantograph in working mode and by battery where overhead lines are not available.
Railcare modernises for the future
Railcare has carried out an extensive
modernisation and life extension of two classic TB locomotives for Infranord. The result is the world’s first locomotives equipped with Caterpillar’s new Cat C32B engine. A pioneering step for both performance and sustainability in railway maintenance.
The locomotives, which were built in
the 1960s and remain in operation, have undergone a complete upgrade at Railcare’s workshop in Långsele, including a new drivetrain, electrical systems, hydraulics, a modern driver’s cab and installation of ETCS. The new Cat C32B diesel engines deliver up to 1,200 kW, comply with Stage V requirements and can operate on HVO100. Together with a new cooling system and aftertreatment unit from Caterpillar and Zeppelin Power Systems, the upgrade also reduces environmental impact. Measured data indicates fuel consumption reductions of up to 40 percent compared with the previous engine solution. In addition to the technical improvements, the working environment has also been enhanced through a modern driver’s cab and upgraded systems. Following the modernisation, the locomotives have entered service and are used for snow contingency preparedness in Boden and Vännäs. The project is a clear example of how older vehicles can be given new life through modern technology and strong partnerships. Railcare carried out the assignment in close collaboration with Infranord, Caterpillar and Zeppelin Sverige.CONTENTS
Operations
27Railcare Group Ab Annual Report 2025 /
Report from Operations
Technology
Rapid response following derailment on the Main Line The derailment in Skorped on the Main Line in autumn 2025 caused extensive damage affecting both traffic flow in the area and the wagons involved in the derailment. On behalf of CargoNet AS, Railcare was quickly on site and, as an ECM-certified workshop, was able to carry out a thorough inspection of the damaged wagons. The team repaired the wagons that could be returned to service and salvaged the components that could be reused. The images show, among other things, one of the wagons being unloaded in Skelleftehamn for repair.
Railcare has installed
radio remote control systems on locomotives for
Väte Rail at its workshop
in Skelleftehamn.
The project comprises
the entire process, from design and installation to commissioning and approval in accordance with applicable regulations.
Contents
1 Operations
Other Information 28Railcare Group Ab Annual Report 2025 /
More sustainable railways
A safe work environment, high delivery reliability and quality, and a culture where all employees are encouraged and empowered to contribute ideas form the foundation of our long-term sustainability efforts. Railcare also works to upgrade and improve its fleet in order to reduce emissions. The company strives for all those who are part of, or collaborate with, our operations—employees, customers, suppliers and partners—to share our fundamental view on sustainability. A strong safety culture, a focus on delivery and quality, and respect for the equal value of all people are central principles in our work. High ethical standards, together with active efforts to prevent and reduce negative environmental impact, shall permeate all those who in any way interact with our operations. During 2025, Railcare continued its sustainability efforts, with these matters integrated throughout the business. The company revised its material sustainability matters during 2025 and is working on new sustainability targets. Read more about our sustainability efforts, goals and follow-up work in our Sustainability
Report.
Railcare’s locomotive drivers operating along the Iron Ore Line probably have the most beautiful view in all of
Sweden.
Contents
1 Operations
Other Information 29Railcare Group Ab Annual Report 2025 /
Corporate Culture
Our corporate culture is our greatest delivery asset Our flat organisational structure enables us to retain a family feel. Being closer to one another allows us to make faster and better decisions. This also makes it easier to act based on our values.
Responsible, safety-conscious, and competent
At Railcare, we take pride in owning our responsibilities and consistently delivering on our promises. We uphold a strong work ethic, encouraging all employees to continuously develop their own skills while contributing to the growth of their colleagues. We foster a culture where responsibility guides our actions and safety is always a top priority.
Approachable and unpretentious
Railcare prioritizes community and collaboration, both
within individual business areas and across the entire organization. We foster a culture of mutual support and care—extending not only within the organization but also to our relationships with external partners. We treat all individuals with respect and are committed to equal treatment, regardless of background or experience.
Proud and positive
We take pride in our work and value a sense of enjoyment in what we do. This helps create a work environment full of positive energy. We want our employees to feel at home, free to be themselves, and to enjoy having fun together. In this way, the workplace becomes not just a place for work, but a space for growth, connection, and shared pride in what we achieve together.
Innovative and curious
Our employees strive to deliver results that create added value for customers, suppliers, colleagues, and the company as a whole. We do this by being curious, adaptable, and finding new ways to solve our customers’ challenges. Machine operators (from left): Emil Beckman, Kalle Alnqvist, Tommy Beckman, Kjell Dahlquist,
Emil Rydén and Lars Dahlqvist.
Our employees are the
company’s most important asset, which is why we concentrate on attracting and retaining the right people. As of 31 December 2025, 207 people were employed by Railcare, of whom 12 percent were women and 88 percent men.
Personnel turnover for the
year was 10 percent.
In 2025, the tax expense
amounted to SEK 18.1 million.
Social security expenses
totalled SEK 66.7 million.
Contents
1 Operations
Other Information 30Railcare Group Ab Annual Report 2025 /
Corporate Culture
Employee comments
Konrad Söderström,
Machine Operator, Railcare Contracting
“I have worked at Railcare for approximately one year as a Machine Operator, operating our vacuum machines in railway maintenance. I received a thorough introduction from the outset and learned a great deal straight away through live assignments alongside supportive colleagues. The best part of the job is operating the machine and spending a lot of time out in the field. Every time we head out for a work period, it almost feels like a trip away with friends.”
Marcus Altin
Electrical Design Engineer, Railcare Technology
“I have a very broad role as an Electrical Design Engineer. My work includes everything from technical concept development and electrical schematics to managing installation projects, programming and commissioning. The most rewarding part of the job is constantly learning new things and being able to follow the process from a blank sheet of paper to a completed machine in live operation, where the solutions are put into use.” Mattias Waltgård,
Locomotive Driver, Railcare Transport
“I work as a Locomotive Driver and Instructor at Railcare T. The best part of the job is the combination of delivering training and at the same time being involved in day-to-day operations. We have very broad railway expertise within Railcare, among both newer and more experienced colleagues. This means that we are constantly learning from one another, while also having the opportunity to share our own knowledge and experience with the wider driver team.” Joakim Helsing,
Safety Manager, Railcare Transport
“The best thing about Railcare is how quickly the business can adapt to new or changing assignments, largely thanks to our employees’ strong commitment to solving problems and delivering safe operations. My role as Safety Manager is both stimulating and highly varied. It is also made easier by the strong commitment throughout the organisation to carrying out work to a high and safe standard. Here, we work safely—or not at all.”
| SEK/aktie | Index OMXSPI |
|---|
2025-122025-112025-102025-092025-082025-072025-062025-052025-042025-032025-022025-01
Omxspi
Railcare
SEK/aktie
Railcare
31Contents
About Railcare
O The Share
Administration Report
Sustainability Report
Financial Statements, Notes
Other Information
Railcare Group Ab Annual Report 2025 /
The Share
Railcare Group AB’s share has been listed since 2007 and was included on Nasdaq Stockholm’s Small Cap list in 2018 under the ticker “RAIL”,
ISIN code SE0010441139.
Between 1 January and 31 December 2025, approximately 3.3 million Railcare shares were traded on Nasdaq Stockholm with a total value of approximately
SEK 88 million.
Over the year, the share price fluctuated between a low of SEK 23.60 on 7 April and 7 May and a high of SEK 29.95 on 10 November. The closing price on the last day of trading in December 2025 was SEK 28.75.
Shareholders
As of 31 December 2025, Railcare Group AB had
5,098 shareholders. The ten largest shareholders represented 55.7 percent of the total shareholding. The largest shareholder was Nornan Invest AB with a holding representing 29.5 percent of the company’s share capital.
| Share price performance 1 January-31 December 2025 | Share price performance 2021-2025 |
|---|
32Contents
1 The Share
| Shareholder structure | Distribution by size category | Share capital and capital structure |
|---|
The share capital amounted to approximately SEK 9.9 million and the quotient value was SEK 0.41 per share as of 31 December 2025. Each share carries one vote at the Annual General Meeting. According to the Articles of Association, the share capital shall amount to a minimum of SEK 8,979,000 and a maximum of SEK 35,916,000, distributed between at least 21,900,000 and at most 87,600,000 shares. More information about the development of share capital can be found at www.railcare.se.
Dividend
The company’s dividend policy is to distribute 30-40 percent of profit after tax while maintaining an equity/ assets ratio of 25 percent after dividends. The Board of Directors intends to propose that the 2026 Annual
General Meeting approve a dividend of SEK 0.70 (0.70)
per share, totalling SEK 16,886,917 (16,886,917), for the 2025 financial year.
Senior executives
Under Article 19 of Regulation (EU) No 596/2014 of
the European Parliament and of the Council (the EU Market Abuse Regulation (MAR)), persons discharging managerial responsibilities (PDMR) and their closely related parties are required to notify Railcare and Finansinspektionen (FI – the Swedish Financial
Supervisory Authority) without delay and within three
- business days at the latest of each transaction conducted on their own account involving shares or debt
instruments issued by Railcare or involving derivatives or other financial instruments associated with these when a total transaction amount of EUR 20,000 has been reached during the calendar year.
Information on transactions for persons discharging
managerial responsibilities can be found on the FI website.
Investor relations
Railcare publishes information for shareholders and
other stakeholders through press releases, Interim Reports, Year-end Reports and Annual Reports, which can be accessed on the company’s website. Railcare seeks to provide information openly, clearly and accessibly to all stakeholders.
Number of shareholders
in Railcare Group AB as of 31 December 2025. and processed data sourced from Euroclear, Morningstar and the Swedish
Financial Supervisory Authority.
Ten largest shareholders as of
31 December 2025 No. of sharesProportion of share capital and votes (%)
| Nornan Invest AB | 7,121,395 29.52 |
|---|
Staffan Persson
| Bernt Larsson | 750,987 3.11 |
|---|---|
| Avanza Pension | 695,168 2.88 |
Canaccord Genuity Wealth Management 599,906 2.49
| Mikael Gunnarsson | 507,000 2.10 |
|---|
Nordnet Pensionsförsäkring 329,680 1.37
| Torsten Germund Dahlquist | 311,396 1.29 |
|---|---|
| Per Åke Nilsson | 310,000 1.29 |
| Christer Lundholm | 287,000 1.19 |
| Ten largest shareholders | 13,428,899 55.67 |
| Other shareholders | 10,695,268 44.33 |
| Total | 24,124,167 100.0 |
Holding Number of
shareholders No. of shares% of votes and capital
Unknown holding size
| Total | 5,098 24,124,167 100.0 |
|---|
Chapters 33Contents
1 The Share
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | RAILCARE AS AN INVESTMENT |
|---|
Railcare as an
investment To invest in Railcare is to invest in the railways of the future – sustainable transport infrastructure for the society of tomorrow. Railcare has a stable business model, where innovation and commitment create value for our customers. We are driving the development of next-generation maintenance machines, delivering energy-efficient transport and smart methods for railway maintenance.
A strong and stable
business model
Our business model is based
on the customers’ need for effective railways and reliable transport. Railcare offers innovative, specially adapted products, services and methods for a sustainable railway sector.
Our own initiatives combined
with macroeconomic trends are important factors behind the company’s stable financial position and conditions for market growth.
Railcare has increased both
its net sales and profit every year since it was listed on
Nasdaq in 2018.
The company has paid a dividend every year since 2019.
Focus on innovation
Railcare likes to do things
differently. Thanks to a good understanding of our customers’ needs and through creativity, we come up with different and unexpected ways of solving problems.
This makes Railcare a unique
partner for customers who want a sustainable, efficient railway sector.
Since 1992, we have been
innovators in the railway sector by developing, building and selling next-generation railway machinery – from the first vacuum machines and snow melters to today’s first and largest fully battery-powered maintenance machines.
Our interest in doing things
differently will continue to be a success factor in future.
Long-term
value creation
Relationships are at the heart
of everything Railcare does.
Innovation and solutions are
driven by people and Railcare shall be characterised by a safety culture, skilled personnel, high quality and delivery reliability.
These are essential for the
company to develop long-term relationships with its customers and employees. Railcare has a flat organisational structure with short decision paths. Employees show a lot of personal responsibility, which contributes to commitment and drive and, in turn, to better solutions for customers’ businesses.
Shapes the sustainable
railways of the future
Demand for railway transport
in Sweden is expected to increase by 50 percent by 2040, and demand for both railway maintenance and transport services is growing at the same rate.
Railcare facilitates sustainable machinery and methods
for railway maintenance, as well as transport that combines high capacity with low energy consumption. Railcare also has ambitious goals for reducing its fossil fuel emissions.
This is how we create genuine
value. For customers, employees, shareholders and society.
34Contents
1 Administration Report
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | ADMINISTRATION REPORT |
|---|
Administration report
The Board of Directors and CEO of Railcare
Group AB (publ), corp. ID no. 556730-7813, hereby submit the annual accounts for the Parent Company and the Group for the financial year 1 January – 31 December 2025.
35Contents
1 Administration Report
Financial Summary
FINANCIAL SUMMARY – RAILCARE GROUP
| SEK 000 | 2025 2024 2023 2022** 2021** |
|---|---|
| Net sales | 667,574 635,298 564,220 497,035 437,946 |
| Operating profit/loss (EBIT) | 67,638 66,279 70,289 52,365 56,219 |
| Net financial income/expense | -15,298 -25,644 -12,421 -5,457 -4,370 |
| Profit/loss for the year | 39,806 30,385 44,102 36,783 40,514 |
| Total assets | 1,157,086 1,043,774 895,717 592,873 557,965 |
Earnings per share before and after dilution, SEK
| Equity per share, SEK | 12.88 11.87 11.33 10.12 9.17 |
|---|---|
| Operating margin, % | 10.13 10.43 12.46 10.54 12.84 |
| Equity/assets ratio, % | 26.9 27.4 30.5 41.17 39.64 |
| Dividend, SEK per share | 0.70* 0.70 0.70 0.60 0.60 |
- Board of Directors’ proposal to the 2026 Annual General Meeting
** Railcare has changed the accounting treatment of certain locomotive lease contracts, which has had a positive impact on EBIT and increased financing costs. The figures for 2022 and 2021 have not been restated to reflect the change.
Net sales and profit/loss
In 2025, Net sales increased by 5.1 percent to SEK 667.6 million compared to SEK 635.3 million in the previous year. The Transport segment increased sales, while the
Contracting segment reported lower sales compared
with the previous year.
Operating profit (EBIT) amounted to SEK 67.6 million
in 2025, compared to SEK 66.3 million in the previous year. Operating margin was 10.1 percent against 10.4 percent in the corresponding period of the previous year. The slightly lower operating margin is attributable to start-up costs incurred at the beginning of the year to meet increased demand for the Group’s services and new assignments. Profit for the year amounted to SEK 39.8 million (30.4). Profit for the year was positively affected by a stronger
EUR/SEK exchange rate.
Starting from 2025, there has been a change in segment reporting. Contracting Sweden and Contracting Abroad are reported together under the 'Contracting' segment. Transport Scandinavia is reported under the 'Transport' segment. The locomotive workshop in Långsele, previously reported under the Transport segment, is reported under the 'Technology' segment (previously Machines and Technology). Comparative figures have been restated.
36Contents
1 Administration Report
Financial Summary
Contracting
Net sales decreased by 10.8 percent in 2025 compared to the previous year, and amounted to SEK 248.4 million (278.5). Within the Contracting operations focused on track maintenance, net sales decreased compared with the previous year. The decrease was explained by the absence of turnkey projects and low capacity utilisation in the United Kingdom. The relining operations experienced high utilisation during the year and increased its sales. Operating profit was SEK 6.2 million (21.3), corresponding to a decrease of 70.7 percent year-on-year. The low volume of contracting assignments in the UK has resulted in excess capacity within the segment, which is putting pressure on profit. Profit was also impacted by an impairment of SEK 2.3 million related to a receivable from Rail Test Nordic, which filed for bankruptcy during the year.
KPIs – Contracting
Amounts in SEK 000, unless otherwise stated 2025 2024 Change, %
| Net sales | 248,350278,490 -10.8 |
|---|
Operating profit/loss
(Ebit)
Operating margin, % 2.5 7.6 -5.1
Transport
Net sales in the segment increased by 18.3 percent in 2025, compared to the previous year. Accordingly, net sales amounted to SEK 380.0 million (321.3). The new standby contracts commenced during the year, together with high volumes of contracting transport services related to, among other things, track renewal, contributed to the increase in sales. The fixed assignments for LKAB and Kaunis Iron are progressing according to plan. Operating profit was SEK 55.0 million (41.8), corresponding to an increase of 32 percent year-on-year. During the first six months of 2025 the segment was still impacted by increased costs from adapting the business to new assignments and preparing for continued growth over the coming years. The cost increase was primarily related to personnel expenses and the machine fleet. The commencement of new standby assignments, together with high utilisation primarily during the second half of the year, resulted in an operating margin of 14.5 percent (13.0), an increase compared with the previous year.
KPIs – Transport
Amounts in SEK 000, unless otherwise stated 2025 2024 Change, %
| Net sales | 379,992321,275 18.3 |
|---|
Operating profit/loss
(Ebit)
Operating margin, % 14.5 13.0 1.5
Technology
Net sales in the Technology segment decreased slightly compared to the preceding year and amounted to SEK 121.0 million (127.1). The workshop in Skelleftehamn is currently constructing the third maintenance machine with electric and battery power, including a pantograph that enables simultaneous operation and battery charging. At the same time production is underway on the latest order of a Railvac machine for Norway’s Baneservice alongside an increased focus on external sales.
Capacity utilisation at the locomotive workshop in
Långsele was good during the year. The increased operating profit is driven by high capacity utilisation in the workshops, where the earlier staff expansion is now contributing to improved efficiency and margins.
KPIs – Technology
Amounts in SEK 000, unless otherwise stated 2025 2024 Change, %
| Net sales | 121,032127,121 -4.8 |
|---|
Operating profit/loss
(Ebit)
Operating margin, % 5.4 1.7 3.8
37Contents
1 Administration Report
Financial Summary
Liquidity, Cash Flow And Financial Position
Cash flow from operating activities for 2025 increased to SEK 166.9 million (151.7). Overall, the volume of investments decreased to SEK 46.9 million (87.5), largely financed through internal funds. Net borrowing for the full year 2025 amounted to SEK 1.5 million (43.2). During the year, SEK 16.9 million (16.9) was paid in dividends to shareholders. Total cash flow amounted to
SEK 4.7 million (22.1).
At year end, the equity/assets ratio was 26.9 percent, compared to 27.4 percent at the end of the previous year.
Investments
Consolidated investments during the year were divided
between SEK 1.6 million (5.8) in intangible assets and SEK 41.5 million (60.5) in property, plant and equipment. The investments mainly relate to machinery for Railcare’s own operations, where the further development of the MPV with a pantograph accounts for a significant proportion of the invested amount. During the year, the company acquired Y-ettan AB, which owns the property in Långsele where the Locomotive Workshop conducts its operations, for SEK 4.0 million.
Parent Company
Railcare Group AB (publ), corp. ID no. 556730–7813 is a
Parent Company registered in Sweden with its registered office in Skellefteå, Sweden. The Parent Company’s operations focus primarily on Group-wide operations/administration, including Group Management, finance and IT. The Parent Company’s net sales for the year amounted to SEK 62.5 million (51.3), and operating profit was SEK 0.0 million (1.0).
Risks And Risk Management
Through its operations, the Group is exposed to various types of risk including operational, external and financial risks. The Group’s work with risk management
| and internal control is described in the Corporate Gov | - |
|---|
ernance Report . A description of the risks considered significant by Railcare follows.
Surrounding world
Developments in the external environment in recent
years have been characterised by significant uncertainty, affecting both the global security situation and economic conditions. At present, we see no material impact on Railcare, but uncertainty remains high. The railway market is significantly affected by economic fluctuations and political decisions and priorities, which in turn affect demand for Railcare’s products and services. The Group works to minimise the effects of these fluctuations by, for example, signing long-term agreements with strategically important customers, operating in different countries and in different parts of the industry, monitoring political discussions and decisions, and participating in industry reference groups.
Permits
Railcare’s operations and machines require permits
and government approvals in the various countries where operations are conducted. Safety is of the utmost importance in the rail industry and there are major regulatory compliance risks linked to safety and the working environment. Attracting and retaining skilled employees is central to compliance with the rules and requirements imposed on Railcare, and the company focuses sharply on the working environment, safety and corporate culture. The internal operating system includes established processes for managing requirements linked to current conditions.
Customers
The Group’s customers are relatively large and few in number, and relationships with the customers are important to the Group. Delivering high-quality products and services is crucial to building and maintaining longterm customer relationships and Railcare therefore strives to exceed its customers’ expectations. Because the customers are large organisations and frequently government institutions, the Group’s credit risk is limited.
Valuation of non-current assets
Railcare holds substantial value in the form of non-current assets, such as machines for railway maintenance, snow removal on railways and in railway areas, as well as locomotives and wagons. These non-current assets are recognised at cost less depreciation and any impairment. There is a risk that these assets are overvalued, which is why the Group performs annual impairment testing where the future discounted cash flow of the non-current assets is set against their carrying amount. Historically, these tests have not indicated any impairment need.
38Contents
1 Administration Report
Financial Summary
Financial risks
The Group’s operations are exposed to various financial risks, including currency risk, credit risk and liquidity risk. However, Railcare considers these risks to be relatively limited. For more information on risk management and for a sensitivity analysis, see Note G3.
Outlook
Railcare assesses that the market outlook is favourable, based on the Group’s positive relations with significant key customers and on the expected rise in demand for transport in connection with the green transition.
Railcare has extensive transport and snow removal
contracts, providing a solid foundation for its operations. The market conditions are strengthened by major planned infrastructure investments for several years to come. Railcare’s innovative technology development and working methods are expected to remain a strong competitive advantage that provides the company with considerable opportunities for expansion, with new vehicles and working methods being developed that result in more efficient utilisation and strengthen railways’ position in the logistics market. The Group’s employees and other key resources have the capacity to meet the anticipated high demand, generating favourable conditions for continued profitable growth in 2026.
Proposed appropriation of earnings
The following earnings are at the disposal of the Annual
General Meeting:
| Share premium reserve | 15,100,560 |
|---|---|
| Retained earnings | 10,121,304 |
| Profit/loss for the year | 20,199,858 |
| Total | 45,421,721 |
The Board of Directors and the CEO propose that earnings be appropriated as follows: A dividend of SEK 0.70 per share to be paid to shareholders, totalling
| to be carried forward | 28,534,804 |
|---|---|
| Total | 45,421,721 |
39Contents
1 Administration Report
Significant Events
Significant events in 2025
Railcare signs snow clearance contract
with the Swedish Transport Administration, value SEK 355 million [24 January] Railcare AB has been awarded a contract with the
Swedish Transport Administration relating to snow
clearance. The contract spans a period of four years with an option to extend for 1+1 years. The contract is worth just over SEK 59 million annually, generating a total value of SEK 355 million over the entire contract period, including option years. “We are delighted to have been awarded this important contract, not only because it contributes to Railcare’s financial stability, but also because of the critical assignments we carry out– making railways more accessible, including in challenging weather conditions,” commented Mattias Remahl, President and CEO of
Railcare.
Under the agreement, Railcare will operate as a national resource for snow clearance at specific locations around Sweden, designated by the Swedish Transport Administration. This means that in the period from mid-November to end of March, Railcare will carry out snow clearance by providing a total of six machines, including snow melters and snow ploughs, as well as machine operators and train drivers.
Railcare received an order for a Railvac
machine with a value of SEK 30 million [20 February] Railcare has won an order from the Norwegian company Baneservice for a new maintenance machine, a Railvac, with a total value of SEK 30 million. Delivery is expected to take place at the start of 2026. “Norwegian railways also have extensive maintenance needs and we are naturally delighted that Baneservice has chosen to invest in one of our machines,” commented Mattias Remahl, President and CEO of Railcare.
The diesel-powered machine will be built in the Skelleftehamn workshop during 2025 and early 2026. “Over the past year, we have sharpened our focus on external sales of proprietary machines. Accordingly, we are pleased that our increased efforts have won us this order,” commented Jonny Granlund, Business Area
Manager, Machines and Technology.
Core operations driving long-term goals
[21 August]
Railcare has changed its organisational structure
as part of its continued growth journey. Operations are now divided into the business areas Contracting,
Transport and Technology. Three areas with distinct
offerings, while also generating multiple synergies. To enable growth and achieve the company’s financial targets for 2027, the business areas need to grow both individually and together. “Our customers are increasingly requesting integrated solutions, and we have considerable breadth within the Group. Our operations possess expertise spanning everything from railway maintenance and transport services to machine and locomotive workshops. This is unique within the industry and gives us a greater understanding of our customers’ challenges— whether relating to the importance of locomotive overhauls, track access or reliable transport services,” says Mattias
Remahl, CEO and Group CEO of Railcare, and continues:
“Through closer collaboration both within and between our business areas, we create better conditions for our continued growth journey.” As the business areas expand, certain changes have also been made to management. With increased machine sales and growing demand for the Locomotive Workshop’s services, Patrik Söderholm, previously Head of the Locomotive Workshop, has been appointed new Business Area Manager for Technology. Jonny
Granlund, who previously held responsibility for both
Contracting and Technology, remains Business Area
Manager for Contracting. Torbjörn Larsson, previously
Head of Transport, has been appointed new Business
Area Manager for Transport. All are members of Group
Management.
“With an organisational structure in which our operations are at the centre and designed to be scalable, we now stand strong and well positioned to continue developing the business in line with our long-term targets,” concludes Mattias Remahl.
Contents
Sustainability Report
Railcare Group Ab Annual Report 2025 / 40
Contents
→ SUSTAINABILITY REPORT
Analysis And Strategy
Sustainability Report
Although Railcare is not currently subject to sustainability reporting in accordance with the CSRD, we see significant benefits in working in a structured and transparent manner with sustainability matters. This work has strengthened our processes, governance and understanding of our material sustainability matters, and constitutes an important foundation for the continued sustainability work. The Sustainability Report has been prepared in accordance with the Swedish Annual
Accounts Act.
Sustainability is an aspect that is integrated into
Railcare’s operations, offering and deliveries.
Environmental, social and financial sustainability
are fundamental areas for ensuring that we remain relevant to customers, employees, investors and other stakeholders in the future, to achieve longterm stability and profitability and future-proof our business. Railcare can contribute to solutions to several of today’s societal challenges. In our operations, we contribute to sustainable railways, e.g. through maintenance of railway infrastructure, by developing new technologies such as battery-powered maintenance machines, and by providing heavy goods transport on railways. We want to drive the transition in our industry. Through our operations, we have already shown good examples of how sustainable railways can be achieved. The Group aims to have a corporate culture that automatically considers and integrates sustainability into all operational and strategic issues, as well as into its business relations and collaborations with other stakeholders.
Railcare regards the UN’s Sustainable Development
Goals through Agenda 2030 as a guide for the future. Our priority areas primarily contribute to four of the
UN’s Sustainable Development Goals (SDGs) for 2030:
41Contents
1 Sustainability Report
Analysis And Strategy
Guidelines
Railcare has Group-wide guidelines and policies
that are communicated throughout the Group. Every employee is required to familiarise him or herself with the company’s policies and follow the rules and procedures Railcare sets out within the scope of its sustainability work. We also seek to work with suppliers and customers who share our underlying values regarding sustainability. The guidelines we follow, and which are relevant for sustainability reporting are:
Code of Conduct
Everyone in the Railcare Group and our stakeholders
shall work from an overall perspective that focuses on people, society and the company’s future. Our Code of Conduct applies to employees, customers and suppliers, and can be found on our website.
Corporate Governance Policy
Structured corporate governance is critical to ensuring
that Railcare complies with laws and regulations and adheres to our values, vision and business concept.
HSEQ Policy
A positive and safe working environment is an important strategic issue for Railcare. The Group’s working environment shall be experienced as open, stimulating and positive. We shall provide the right conditions for safe and effective work.
Electricity and Traffic Safety Policy
Railways are hazardous environments and the Group
has a zero-tolerance attitude to accidents. Employees shall be highly safety conscious regarding their own personal safety and that of their colleagues, and always follow applicable safety procedures. We work safely – or not at all.
HR policy
Railcare shall be a value-driven company. This policy helps to clarify our fundamental values and how they are applied in practice in the operations.
Quality Policy
Addresses activities, processes and responsibilities
linked to quality, and describes procedures for risk management, follow-up and reporting.
Climate and environmental policy
By being an innovation leader we can deliver climate-smart solutions that contribute to a better and more environmentally friendly society.
Business Ethics and Anti-Corruption Policy
Railcare shall uphold the highest standards of business ethics and integrity and prevent all forms of corruption in its operations. We have a responsibility to act in accordance with good business practice and in compliance with national and international laws and regulations. Our guidelines are evaluated and established by the Board of Directors annually, and are deemed to meet current governance needs. Dennis Eriksson, machine operator
42Contents
1 Sustainability Report
Analysis And Strategy
Materiality assessment
Railcare’s material topics have been identified
through a double materiality assessment. These issues represent the areas where Railcare has a material sustainability impact on its surroundings, and the sustainability-related risks and opportunities associated with the company’s operations.
A Changing External
Environment
There are a number of external factors that are central to Railcare’s sustainability efforts, and it is crucial to address these factors, either directly or indirectly through stakeholders in our value chain. The more overarching changes are increased regulation in the area of sustainability and how a company’s sustainability performance affects trust in the company, which in turn has impacts in a range of areas from customer retention to financing and capital costs. Globally, there is increased focus on human rights. Focus on climate change also continues from two perspectives: avoiding or minimising climate change as well as managing its negative effects. From a more industry-specific perspective, accessible and reliable infrastructure is in high demand. At the same time, transport system functionality is exposed to increasing risks and threats, e.g. in the form of geopolitical tensions, extreme weather and war. In both the EU and Sweden, rail transport is expected to increase significantly while emissions need to be cut. Strong focus continues to be placed on safety.
Stakeholders
A stakeholder analysis with both qualitative and quantitative input has identified sustainability issues that are particularly material to our shareholders and investors, employees, customers, suppliers and society at large.
Employees
• High safety focus • Corporate culture • Climate issues • Openness and communication • Gender equality, inclusion and non-discrimination
Customers
• Climate issues • Land and water • Safety and working conditions, prioritisation of gender equality and equal opportunities • Social conditions • Business ethics and human rights
Suppliers
• Strong climate focus • Climate issues • Knowledge and skills • Transparency
Shareholders and investors
• Business ethics and responsible enterprise • Transition incl. supply chain • Innovations • Transparency • Climate issues • Safety, working environment and working conditions
Society
• Active in climate issues • Safe, secure working environment • Gender equality and non-discrimination
Decision makers
• Accessibility and robustness • Innovations • Climate issues
43Contents
R Sustainability Report
Railcare Group Ab Annual Report 2025 /
Responsible
employee
Unique experience
& competence
Investments
(machines, locomotives, workshops)
Long term
owners
Innovative &
solution oriented work
Our company culture
Using creative solutions, we find
unexpected ways to solve problems.
Something that in turn creates a
business filled with energy, curiosit and willingness to take responsibilit.
Technology
Development and new construction of machinery. Life extensions,
system installations, and servicing and maintenance of machinery and locomotives.
Transport
Environmentally friendly and
reliable transport by rail, with own workshops.
Contracting
Planning and execution of niche
contracting and maintenance work on railways with self-developed machines.
Societ
Gets a well-functioning railway
and environmentally efcient transport.
Customers
Get efcient and sustainable
solutions that strengthen their competitiveness.
Employees
Get a safe and secure work
environment with a high degree of personal responsibilit and opportunities for developing.
The capital market
May participate in the development of an important industry.
Obtains returns through value
growth and dividends. R E S O U R C E S O F F E R
Value Creation
Analysis And Strategy
Business Model
Our business model describes how we conduct our business and what we focus on to create sustainable value for Railcare and our stakeholders. Our corporate culture plays a key role and is an important success factor.
Sustainable
resources
People are our greatest
asset. New ideas start with our employees. This is where the company’s drive and commitment can be found. This is where the delivery takes place.
Sustainable
offering
The machines are our
tools. They contain smart technology. They create the right conditions for more sustainable solutions. They take us where we want to go.
Sustainable
values
Together we create value
that lasts over time. For our employees and customers. For shareholders and society.
44Contents
1 Sustainability Report
Analysis And Strategy
Value Chain
A review of Railcare’s value chain shows which areas of sustainability each phase relates to, and where we can maximise our positive impact and minimise our negative impact.
| [UPSTREAM] | [UPSTREAM] | [OWN OPERATIONS] | [DOWNSTREAM] | [DOWNSTREAM] |
|---|
Extraction & Transport
Of Raw Material
Production And
Procurement
| OFFERING | DELIVERY | USE |
|---|
Sustainability
Areas Affected
Indirect impact on human rights, conflict minerals, working environment and working conditions.
Direct impact on safety, indirect
impact of CO2 emissions, working environment and working conditions.
Direct impact on safety, working environment and
working conditions. Also direct impact in the form of CO2 emissions, waste and chemicals. Direct impact on societal benefit, delivery reliability and quality, sustainable transport and external relationships. Indirect impact on enabling sustainable contracting assignments, and development in the industry.
Direct and indirect impact on
achievement of accessible and effective railways. Indirect impact on air pollution and noise.
How Railcare
Generates
IMPACT Railcare uses raw materials in
the form of iron and steel in the original production of locomotives purchased and/or leased for the operations, as well as in the manufacture of machines within its own operations. Some machines also contain batteries leased through technology suppliers. Due to the relatively low volume of machines manufactured, and the fact that the machines and locomotives have a long life span, the total impact is comparatively small. Railcare has chosen to collaborate with suppliers in Europe where the risks are lower.
Railcare works with several
subcontractors in its contracting operations, where safety is critical in joint projects but working environment and working conditions are also important. CO2 emissions are generated via subcontractors' machines, locomotives and other services. The Group also purchases many flights and rents company cars for its operations, which affects our emissions. We are addressing these issues in order to reduce our impact as far as possible. The company has a direct impact on safety since railways are a dangerous environment to work in. For this reason, we have high requirements, procedures and training in the area of safety. A strong corporate culture is central to our offering and has a positive impact, which is created by responsible, solution-oriented employees. Railcare currently has a direct impact in the form of CO2 emissions from diesel-powered machines and locomotives. At the same time, our offering contributes positively through railway maintenance and technological development that increase accessibility and enable energy-efficient heavy transport by rail —transport services that we also provide within our own operations. Our workshops are at the forefront of upgrading and extending the service life of rail vehicles.
Railcare’s deliveries contribute to
customer benefit and societal benefit. The energy-efficient transport that we carry out enables sustainable production in customers' value chain, and our workshops upgrade and extend the service life of locomotives, which drives customers and the industry as a whole to develop more sustainable solutions. Our battery-powered machines reduce fossil emissions in contracting assignments. In turn, the efficient method used in the contracting assignments reduces the amount of time spent on track work and makes the infrastructure accessible to more users.
Use of the diesel-powered
machines offered by Railcare generates negative impact in the form of air pollution and noise. On the other hand, the battery-powered machines have a positive impact through reduced air pollution and less noise. In general, Railcare’s products and services contribute to accessible, effective railways, resulting in increased mobility and accessibility.
45Contents
Sustainability Report
Contents
→ SUSTAINABILITY REPORT
Priority Areas
Material sustainability issues
Based on our materiality assessment and its external environment and stakeholder analyses, as well as our business model and value chain, Railcare has identified a number of priority sustainability issues for the company to address more actively.
The material topics were revised during 2025.
Safety, working environment and working conditions
The railway industry is a hazardous environment to be in, and one prerequisite for us to run our operations is that we work safely – or not at all. Out safety culture is our most important sustainability area.
Delivery reliability and quality
Through its delivery reliability and quality, Railcare
can contribute to the accessibility and robustness of railways. Track access is valuable to both train operators and contractors. By valuing track access, we create significant value for both customers and society.
Corporate culture
Our corporate culture and employees are our biggest success factors. It is important to us as a company that our employees work in an environment where they thrive and where equality and respect for everyone are valued.
Climate impact
By upgrading our fleet of machines and vehicles over the long term, and by developing and building fossil-free machines, we aim to reduce our climate impact and support the industry’s transition.
Business ethics and anti-corruption
Railcare does not tolerate crime in the form of irregularities, bribery and corruption.
46Contents
1 Sustainability Report
Priority Areas
Safety, working
environment and working conditions The well-being of our employees is critical, and health and safety is therefore a matter of the utmost concern for Railcare.
We shall maintain a safe and secure physical and psychosocial working environment, ensuring that all our employees have the best workplace possible. This also applies to external subcontractors who carry out assignments for Railcare.
Safety and working environment on railways
The working environment on and around railway tracks places high demands on awareness of the dangers. Regular rail traffic is often under way adjacent to work sites, and stringent safety regulations therefore apply to railways in Sweden and abroad. Railcare always prioritises safety and has clear policies in place that ensure safe working practices. The company provides continuous training and certifications to ensure knowledge of current regulations and expertise.
Railcare carries out systematic health and safety
management. We work actively with risk assessments (in accordance with CSM RA), workplace inspections, health and safety inspections, and internal audits. External personnel must also complete the right safety training before starting work. In addition to statutory training, Railcare provided all operational personnel during 2024 with a total of two full days of the aviation industry’s Crew Resource Management training in order to further develop our safety culture. During 2025, we took this work further through the European Union Agency for Railways’ one-day course in Safety Leadership. To date, two internal instructors have trained just over half of the organisation’s workforce.
Working on railways entails travel, unsocial working
hours and spending time away from home. With this in mind, Railcare actively strives to create a strong family feel at work. Good benefits and employment terms, such as health insurance and employee wellness allowance, also contribute to better conditions for employees.
Gender equality, diversity and non-discrimination
It is Railcare’s fundamental view that all people are of equal value and that no one should be discriminated against or subjected to abusive discrimination on the grounds of gender identity or expression, ethnic background, religion or other belief, disability, sexual orientation or age. Railcare also has a zero tolerance attitude to harassment, bullying and abusive behaviour.
Control
Railcare has developed an operating system that is a central component in its safety work. Through the system, all employees (internal and external) have access to important documents via a computer, tablet or mobile phone provided by the company. The operating system includes a specific area relating to safety control. The system stores examples of deviations, faulty equipment and vehicle maintenance with “We work safely – or not at all!”
47Contents
Sustainability Report
Contents
→ SUSTAINABILITY REPORT
Priority Areas
traceability and the opportunity for follow-up. The Group also has a CSM monitoring system, which uses indicators to issue warnings in the event of an excessive number of deviations in any particular area. Operations managers are responsible for addressing and following up any deviations with the aim of preventing incidents and improving health and safety work. These measures are compiled and updated regularly in an action list. On the basis of incidents, risk assessments, workplace inspections, health and safety inspections, and internal audits, we set targets and produce action plans that are followed up by Group Management on a quarterly basis.
Permits and licences
Railcare holds all necessary permits and licences in the jurisdictions where operations are conducted. • Railcare T AB holds a Single Safety Certificate (SSC) from the European Union Agency for Railways (ERA) for operations in Sweden and Norway, as well as to the border station in Tornio, Finland. The company also manages its own infrastructure in Skelleftehamn and Långsele. • Railcare T AB has an ECM certificate for locomotives, wagons and track-bound mobile machinery regarding the management, development, control and execution of vehicle maintenance. The certificate covers Railcare’s workshops in
Skelleftehamn and Pitkäjärvi.
• Railcare T AB is an approved training provider (training organiser and examiner) by the Swedish Transport Agency. • Railcare Lokverkstad AB is quality certified in accordance with ISO 9001 and holds ECM certification for the performance of maintenance on locomotives, wagons and railborne maintenance machines. • Railcare Machine AB obtained ECM certification at the end of 2025 for the performance of maintenance on locomotives, wagons and rail-borne maintenance machines. These permits and certifications require us to evaluate suppliers in connection with every new appointment of a supplier. In doing this, we follow a check list that includes ensuring that the supplier has documented working methods relating to its quality, environmental and HSEQ work.
Our priorities
• We have ongoing safety training for work in and around the railways. During 2025, we carried out extensive training initiatives in safety leadership and safety culture. • All incidents and any deviations recorded in the business system are followed up at weekly production meetings within each operational area, as well as at the business area and Group management meetings held monthly. • The health & safety team meets on alternate weeks to review reported incidents with the aim of providing support through measures and detecting any recurring incidents and responding to them. • Railcare strives to increase commitment to, and understanding of, the importance of following the Code of Conduct. • Our equality committee works continuously to improve our work relating to equal opportunities, gender equality and diversity.
Targets
Zero vision for fatalities and serious accidents
(hospitalisation exceeding 24 hours)
Outcome 2025
cases
Zero vision for injuries resulting in
| absence from work | cases |
|---|
48Railcare Group Ab Annual Report 2025 /
Contents
→ SUSTAINABILITY REPORT
Priority Areas
Delivery reliability
and quality Track access is critical to both industry and passenger transport. Railcare’s ability to deliver transport services and contracting works with high quality and delivery reliability creates significant societal value through reliable and energy-efficient transport, as well as by contributing to a robust and well-functioning railway infrastructure.
As a company operating in transport, maintenance
contracting and vehicle maintenance, we have a deep understanding of the value of track access.
We know that vehicles must be operationally
reliable, transport services must function without interruption, and maintenance must be carried out efficiently. Rail transport is a vital part of many customers’ logistics chains, offering low climate impact and the capacity to handle heavy goods. Railcare prioritises delivery reliability through swift decision-making and solution-oriented work. For the clearance locomotives, this entails the swift and efficient removal of stalled vehicles, while the contracting operations support long-term sustainable railway maintenance. The workshops play a key role, not only for our own machines and locomotives but also for those of our customers. Through servicing and modernisation, we ensure both operational reliability and sustainability. The Locomotive Workshop in Långsele is certified according to ISO 9001, confirming that the company’s quality management system meets internationally recognised standards.
For our contracting operations, delivery reliability and
quality mean ensuring efficient railway maintenance that contributes to sustainable railways for many years to come.
Our priorities
• Maintaining a responsible and flexible organisation that provides transport from A to B and quickly finds solutions to customers’ needs. • Developing our working methods in close collaboration with customers to make railway maintenance even more efficient. • High operational reliability of locomotives and machines through proactive service and maintenance, as well as efficient corrective action.
Targets
98% delivery reliability in the form of completed transport services, executed contracting assignments and response times for standby assignments.
Actual
The target will be reported from
the 2026 financial year onwards.
49Railcare Group Ab Annual Report 2025 /
Contents
→ SUSTAINABILITY REPORT
Priority Areas
Corporate culture
When employees thrive at work, have a stimulating environment where they are able to develop, and are given the opportunity to take responsibility, present ideas and solutions, their commitment increases. As an employer, we want to retain and develop these characteristics. Railcare originated in a family business, and we believe that our corporate culture and values are extremely strong. The corporate culture is not embedded in the buildings where we work. It is present in every individual employee and leader. Our values are present in every idea, every delivery and in all the decisions we make. Our corporate culture is the prerequisite for an open atmosphere where people are encouraged to present their ideas that develop our business and organisation.
Our priorities:
• We strive for an organisation in which employees are given a high degree of individual responsibility. This creates favourable conditions for swift decision-making, strong accountability, and the early identification of both improvement opportunities and any deviations. • Ongoing training, continued education and refresher courses to enable each employee to carry out their assignments safely and effectively. • Activities of all sizes to foster a stronger sense of community. • Employee survey carried out every other year. In particular, we monitor the results from a working environment perspective; physical, mental and psychosocial. The health & safety committee, management and employees are given the results, and any deviations in any area are followed up by the relevant operations manager.
Targets
Employees “would recommend
Railcare as an employer” in the
employee survey conducted every two years ≥ 4.2 on a five-point scale
Outcome 2025
Employee Survey 2025 (the
survey is conducted every other year):
To actively work to preserve our
corporate culture as the Group grows. To continuously talk about our values and help each other adhere to them.
50Railcare Group Ab Annual Report 2025 /
Contents
→ SUSTAINABILITY REPORT
Priority Areas
Climate impact
This area regards whether Railcare can avoid or minimise the environmental impact we contribute to, and how we can manage the effects of climate change. Climate change has no effects that pose major risks for Railcare. On the contrary, extreme weather conditions such as rain or snow increase the need both for our contingency services and our contracting services.
Fossil fuel emissions from machines and vehicles
Our stakeholders are imposing increasingly stringent
requirements regarding sustainability and, above all, to climate impact. The Swedish Transport Administration has announced that transport infrastructure is to be climate neutral by 2040, and several of our private customers have ambitious targets to be the most sustainable in the world within their respective industries.
Railcare’s greatest environmental impact stems from
the diesel-powered machines and locomotives used for maintenance, as well as for contracting and standby transport services. The company is actively transitioning its operations to machines and locomotives that cause less climate impact. We do this both by developing our battery-powered machines and by upgrading our locomotive fleet to vehicles with better engines and improved environmental performance. We offer the latter as a service to the industry.
Other environmental and climate impact
In connection with contracting assignments, we are
also required to meet certain general environmental requirements and quality and environmental management standards, as well as site- and object-specific demands depending on the project. We have clear procedures for how to act in the event of potential environmental incidents. To harness the opportunities and manage the risks that increased climate requirements pose for our operations, we decided in 2020 to reduce fossil fuel emissions from our machines and vehicles by 40 percent by 2025.
Our priorities
• Upgrade and/or convert our fleet of locomotives and machines to vehicles with improved engines that contribute to reduced diesel consumption. • Utilise the electric and battery-powered machines we have developed within the Contracting operations.
Targets
Reduce fossil fuel emissions from
our machines and vehicles by 40 percent by 2025 (compared to the base year 2020).
Tonnes CO
e from machines and locomotives in 2020, per million SEK of sales
Outcome 2025
Reduction in tonnes CO
e per million SEK of sales.
Tonnes CO
e from machines and locomotives in 2025, per million SEK of sales Railcare did not achieve the company’s target of 40 percent. The Contracting operations reduced their absolute emissions thanks to the electric and battery-powered machines developed, as well as the Swedish Transport Administration’s requirement for a certain share of HVO100 in contracting works. At the same time, the volume of contracting transport services carried out increased during 2025, and these transports are better suited to diesel-powered locomotives. Railcare is currently developing new targets to reduce its climate impact.
51Railcare Group Ab Annual Report 2025 /
Contents
→ SUSTAINABILITY REPORT
Priority Areas
Business ethics
and anti-corruption Our Code of Conduct states that we shall respect the recognised international human rights, the UN’s Global Compact, and our internal and external work shall be based on these laws and guidelines. The Code of Conduct is the foundation of everything we do and is an important tool that provides all employees, including contracted personnel, guidance on Railcare’s view of its operations and how the company conducts business.
Business ethics and anti-corruption
Our operations are currently conducted in Sweden
and Scandinavia, which are also our main markets. The main risk relating to potential bribery and corruption in the operations relates to our business relationships: how we act in relation to customers and what we accept from our suppliers. Crime is not accepted, and the objective is for it to be eradicated. Railcare complies with laws and guidelines in terms of improprieties, bribery and corruption. We take a zero tolerance attitude to these three behaviours and other similar illegal actions. We assess that the risk of bribery and corruption is limited. We do not work with long supply chains and all purchasing is direct from the supplier and mainly within Europe.
Our main customers are government-owned companies
in Sweden and the UK governed by clear agreements, guidelines and codes of conduct to prevent irregularities from occurring.
Human rights
Our operations must be conducted under conditions
that are compatible with the fundamental rights of all employees in the supply chain. The risks are relatively small in Railcare’s own operations as the company mainly has activities in Sweden. There may be certain risks associated with production downstream in the value chain. In this regard, Railcare has chosen to work primarily with European suppliers where the risk is considered relatively low. There are also risks associated with conflict minerals in batteries. Railcare reduces this risk by working with large companies and performing strong due diligence.
Whistleblower channel
Railcare’s whistleblower channel is a secure channel
for reporting suspected irregularities that could seriously harm the business or our employees. Both the report and the subsequent dialogue are protected and anonymous for those who so choose. Cases reported may involve information on crimes, irregularities and breaches or other acts that violate EU or national law in a work-related context, such as corruption and financial irregularities, environmental crimes or health and safety crimes.
Our priorities:
• Railcare has implemented a whistleblower system for reporting any irregularities, bribes or corruption. • A policy on business ethics and anti-corruption has been implemented in the Group’s management system.
Targets
Zero tolerance attitude to irregularities, bribery, corruption and human rights breaches.
Outcome 2025
Reported cases and/or
ongoing inquiries. cases
52Contents
1 Administration Report
A word from the Chairman of the Board
A word from the Chairman of the Board
Strategic
decisions for the future We can look back on a year in which Railcare delivered stable growth and invested for the future. The only operation that, despite extensive measures, has not achieved sufficient and stable volumes is the business in the UK. Our assessment is that the need for our services there is substantial and growing, but despite this we have not succeeded. Accordingly, we took the difficult decision at the beginning of 2026 to cease operating the UK business with our own personnel. This raises important questions regarding what Railcare’s core competencies are, how we develop our offering and how we ensure customers choose our solutions. Today, it is difficult to ignore the constant news regarding insufficient railway maintenance, capacity constraints and the need for locomotives with the highest environmental standards. In short – the market is there for us. From an ownership perspective, I see two decisive competencies. First and foremost, our corporate culture. To preserve our innovative mindset and entrepreneurial spirit in an industry that, by necessity, is highly regulated and often governed by public procurement—while maintaining a focus on solving customers’ needs and problems. But a sound corporate culture alone is not enough. It is easy to set targets and raise expectations. The second, and decisive, capability is to create the resources and tools required to achieve ambitious goals. The expansion of our locomotive capacity through the acquisition of a 40 percent interest in AC Finance AB, which owns 14 locomotives of the highest environmental class (Stage V) equipped with the new signalling system, laid the foundation for the snow clearance locomotives established during the year within the framework of the standby assignment from the Swedish Transport
Administration. Our Locomotive Workshop in Långsele
holds capabilities that are important to us internally, but also for external customers in relation to the maintenance, refurbishment and upgrading of railway vehicles. This is a strategic capability for our operations, particularly in an increasingly uncertain world where preparedness is becoming a key success factor. Machine development is an important part of this. We are currently commissioning our third electric vacuum machine, powered by both pantograph and battery operation. This continues to reduce our climate footprint and also demonstrates the potential of the technology for other railway vehicles. Future development projects will to a greater extent be carried out in close cooperation with our customers, with the recent sale of a Railvac to Baneservice in Norway serving as a good example.
The foundation of our operations—contracting and
maintenance using vacuum technology—should also be highlighted. Volumes in this segment have remained stable, but are strongly affected by the Swedish Transport Administration’s allocation of funds. Together with our growing operations within special transport services and tailored logistics solutions, this gives us strong confidence in the continued work to realise
Railcare’s potential.
Anders Westermark
Chairman of the Board, Railcare Group AB
Shareholders
Votes
Auditors
Nomination
Commitee
Annual General Meeting
Audit Commitee Board of DirectorsRemuneration Commitee
RepresentativesInformation
Election
Principles
Proposals
Ceo
Targets
Strategies
Governance
documents
Articles of Association
Board of Directors’ Rules of Procedure
Internal control
Group Management
Information CEO’s Rules of Procedure
Policies
Internal control
Reports
Entreprenad UtlandTransport TechnologyContracting
53Contents
About Railcare
The Share
7 Administration Report
Sustainability Report
Financial Statements, Notes
Other Information
Railcare Group Ab Annual Report 2025 /
Corporate Governance
Corporate Governance Report
Railcare Group AB (publ), with corp. ID no.
556730-7813, is a Swedish public company subject to Swedish law, primarily the Companies Act and the Annual Accounts Act. The company’s registered office is located in Skellefteå, Sweden, and the company also has offices in
Skelleftehamn and Stockholm, Sweden. Railcare
Group AB’s shares are listed on the Nasdaq Stockholm exchange. Railcare’s Articles of Association, its internal guidelines and policies, Nasdaq’s rules for issuers and the Swedish Corporate Governance Code form the basis for Railcare’s corporate governance.
Articles of Association
The name of the company is Railcare Group AB and
the company is a public limited liability company. The Board of Directors shall have its registered office in the municipality of Skellefteå, Sweden. The company’s operations are to carry out contracting operations and sell expert knowledge in the civil engineering industry, as well as other related operations. Amendments to Railcare’s Articles of Association are made in accordance with the provisions of the Companies Act.
The Articles of Association, which include information
on share capital, the number of Board members and auditors, and regulations governing the notice to convene the AGM and the agenda of the Annual General Meeting are available on the company’s website, www.railcare. se/en/.
The Swedish Corporate Governance Code
Railcare’s corporate governance is based on the Swedish Corporate Governance Code, referred to as “the Code”. The Code is based on the principle of “comply or explain”, which means that a company that applies the Code may deviate from individual rules. Deviations from the Code and the reasons for such deviations are reported continuously in the text. Railcare did not deviate from the Code during 2025.
54Contents
1 Administration Report
Corporate Governance
Shareholders
Railcare’s share has been listed on Nasdaq Stockholm Small Cap under the ticker “RAIL” since 2018. According to the share register, maintained by Euroclear
Sweden, Railcare had 24,124,167 shares on 31 December
2025. The share capital amounted to approximately SEK 9.9 million and the quotient value is SEK 0.41 per share. All shares are of the same class and have the same voting rights. The largest shareholder as of 31 December 2025 was Nornan Invest AB at 29.5 percent. For more information on the share and shareholders, see pages The share.
Annual General Meeting
In accordance with Railcare’s Articles of Association, the Annual General Meeting shall be announced by means of an advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and by making the announcement available on the company’s website, www.railcare.se/en/, and by advertising it in Dagens
Industri (Swedish financial newspaper).
In accordance with the Swedish Companies Act, the Annual General Meeting shall be convened no earlier than six weeks, and no later than four weeks, prior to the
Meeting. An Extraordinary General Meeting at which
an amendment to the Articles of Association is to be addressed shall be announced no earlier than six weeks, and no later than four weeks, prior to the Meeting, while other Extraordinary General Meetings shall be announced no earlier than six weeks, and no later than three weeks, prior to the Meeting. Shareholders entitled to attend and vote at the Annual General Meeting, either in person or by proxy with a power of attorney, are those who are entered in the company’s share register maintained by Euroclear Sweden on the sixth (6th) banking day prior to the Annual General Meeting (that is, on the record date) and who notify the company of their intention to participate no later than the date stated in the announcement of the
Meeting.
To participate in the AGM shareholders with nominee-registered shares, in addition to registering for participation in the AGM, are required to register their shares in their own name to ensure the shareholder is included in the share register on the record date. A shareholder may be accompanied by an assistant at the General Meeting if the shareholder notifies the company thereof in advance. Any shareholder in the company who submits a matter in writing to the Board with sufficient notice has the right to have the matter addressed at the General Meeting. Such requests must have been received by the Board of Directors no later than seven weeks prior to the Meeting. The request shall be addressed to the
Board of Directors, but sent to Railcare Group AB, FAO.
Anders Westermark, Box 34, SE-932 21 Skelleftehamn,
Sweden.
At the Annual General Meeting, information is provided
regarding the company’s progress over the preceding year and resolutions are made on key matters.
At the Annual General Meeting, shareholders have the
opportunity to ask questions about the company and its earnings for the year in question. To be entitled to participate in the Annual General Meeting and vote in accordance with their shareholdings, shareholders must have been included in the share register and have submitted notification of their participation within a certain period. Shareholders unable to attend in person may vote by proxy. 2025 Annual General Meeting
Railcare’s Annual General Meeting in 2025 took place
on 7 May 2025, at 11 a.m. CEST at the company’s premises at Näsuddsvägen 10, in Skelleftehamn, Sweden. The AGM was attended by a majority of the Board members and Group Management and by the Chairman of the Nomination Committee. At the Annual General Meeting, 48.1 percent of all shares and votes were represented.
Among other matters, the Annual General Meeting
resolved: • to distribute the company’s profit by means of a dividend of SEK 0.70 per share • to discharge the Board members and CEO from liability • to re-elect Board members Anders Westermark,
Björn Östlund, Catharina Elmsäter-Svärd, Andreas
Lantto, Maria Kröger and Linn Andersson
• to re-elect the audit firm Ernst & Young Aktiebolag
The full minutes of the Annual General Meeting and
other information regarding the Meeting is available at www.railcare.se/en/ 2026 Annual General Meeting
Railcare’s Annual General Meeting in 2026 will take
place on 7 May 2026 at 11:00 a.m. CEST at the company’s premises at Näsuddsvägen 10 in Skelleftehamn,
Sweden. For further information on the Annual General
Meeting, please see the notice published on Railcare’s website, www.railcare.se/en/.
55Contents
1 Administration Report
Corporate Governance
Nomination Committee
The task of the Nomination Committee is, on behalf of the shareholders, to evaluate the composition and work of the Board, prepare the AGM’s resolutions for voting on and issues relating to fees, and, if necessary, propose guidelines for how the Nomination Committee shall be appointed and work.
The most recently approved guidelines for appointing
the Nomination Committee and its work were adopted by the Annual General Meeting on 07 May 2025. The adopted guidelines apply until further notice. The
Nomination Committee held two minuted meetings
ahead of the 2026 AGM. The Nomination Committee’s complete proposals to the AGM are presented in the notice to attend and on the company website.
Composition
According to the guidelines, the Nomination Committee shall consist of the Chairman of the Board, who also convenes the first meeting, and two additional members appointed by the two largest shareholders by voting rights whose holdings exceed 5 percent at the end of the third quarter of each year. If a shareholder does not exercise its right to appoint a member, the next largest shareholder by voting rights whose holding exceeds 5 percent shall have the right to appoint a member of the Nomination Committee, and so on. However, no more than two additional shareholders need be contacted.
The composition of the Nomination Committee shall
follow the Swedish Corporate Governance Code, the Code, unless a deviation can be justified and reported.
The Chairman of the Nomination Committee shall be
the member appointed by the largest shareholder by votes unless the members agree otherwise. The composition of the Nomination Committee shall be published no later than six months prior to the planned AGM.
Nomination Committee for Railcare Group’s Annual General Meeting 2026
The Nomination Committee comprises Anders Westermark, Chairman of the Board, Jonas Holmqvist, appointed by Nornan Invest AB, and Staffan Persson, Swedia Capital AB. The Nomination Committee appointed Jonas Holmqvist as Chairman. Combined, the members of the Nomination Committee represent 40.1 percent of the total number of shares and votes in the company (as of 30 September 2025). The Nomination Committee meets the Code’s independence requirements. No remuneration was paid to the Nomination Committee.
Board of Directors
The Chairman of the Board and Board members are
elected annually at the Annual General Meeting for the period until the next Annual General Meeting has been held. The nomination process is carried out by the Nomination Committee and, in accordance with the Articles of Association, the Board of Directors shall consist of five to seven members. The Board of Directors is the second highest decision-making body after the General Meeting. Chapter 8 of the Swedish Companies Act describes the Board’s responsibilities, which include the company’s organisation and the management of the company’s affairs, as well as continuously assessing the company’s and, if the company is the Parent Company in a Group, the Group’s financial position. Three of six members of Railcare Group AB’s Board of Directors are women. For more information on the Board, see the section on the Board’s independence, attendance and remuneration and the section on the Board.
Diversity Policy
The company complies with the Code and thereby applies rule 4.1 of the Code. The company has also
prepared a Diversity Policy that the Nomination Committee also follows when proposing Board members.
Excerpts from Railcare’s Diversity Policy:
The Nomination Committee shall take into account
age, gender, education and professional background, and propose a Board with the scale and composition that ensures its ability to manage the company’s affairs with integrity and efficiency. The Board of Directors, which the Nomination Committee proposes, shall have a suitable composition considering the company’s operations, development stage and other conditions, and be characterised by diversity and breadth in terms of the competencies, experience and background of the members elected by the General Meeting. An even gender distribution shall be sought when electing Board members. The Nomination Committee shall also consider Guidelines on the assessment of the suitability of members of the management body and key function holders (EBA/ GL/2012/06) and other specific regulatory requirements regarding the composition of the Board.
Independence of the Board of Directors
According to the Code, a majority of the Board’s mem-
56Contents
1 Administration Report
Corporate Governance
bers shall be independent in relation to the company and Group Management, and at least two of such Board members shall also be independent in relation to the company’s major shareholders. A majority of Railcare’s Board members are independent. Five of the six Board members are independent in relation to Railcare and its senior executives, and five of the six Board members are independent in relation to the company’s largest shareholders.
Work of the Board of Directors
In 2025, the Board of Directors of Railcare consisted of
Anders Westermark (Chairman), Björn Östlund, Catharina Elmsäter-Svärd, Andreas Lantto, Linn Andersson, and Maria Kröger. The Board held ten Board meetings where minutes were kept during the year. The CEO and CFO participate in each Board meeting and report on the company’s current situation, including market conditions and the business position. Other employees may participate during Board meetings when necessary. In the sessions where the Board discusses the CEO, the CEO and other employees from the company do not participate. Once a year, the work of the CEO and Group Management is evaluated.
Extract from the work of the
Board of Directors in 2025.
57Contents
1 Administration Report
Corporate Governance
The Board’s Rules of Procedure are established at the
statutory Board meeting held directly after the Annual General Meeting. The Board’s Rules of Procedure present the duties that the Board is to carry out and when each agenda item shall be addressed, depending on the Board meeting and quarter. Examples of duties include determining the company’s business plan including budget, overall goals and strategies; appointing, evaluating and when necessary dismissing the CEO; adopting Interim Reports, the Year-end Report and Annual Report; and ensuring that the company has good internal control. The Board has also adopted instructions for the CEO that outline the CEO’s responsibilities and duties. The Chairman of the Board is responsible for ensuring that Board members, through the care of the CEO, continuously receive the information necessary to monitor the company’s position, performance, liquidity, financial planning and progress.
It is incumbent on the Chairman to fulfil the Annual General Meeting’s assignment regarding the establishment of a Nomination Committee. In addition to the statutory Board meeting, the Board of Railcare Group AB shall hold at least seven meetings per calendar year and extraordinary meetings shall be held if a Board member or the CEO so request. Prior to each Board meeting, information and documentation is distributed over a digital system.
At the 2025 Annual General Meeting, the following
fees were approved for non-employed Board members elected by the AGM and for non-employed members of the Board’s various committees: • Three income base amounts to the Chairman of the
Board
• One and a half income base amounts each to the other Board members. The fees stated above include remuneration for work in the Remuneration Committee, while work in the Audit
Committee is compensated with an additional:
• One income base amount to the Chair of the Audit
Committee
• Half an income base amount each to the other members of the Audit Committee.
Remuneration is calculated based on the applicable
income base amount at the start of the Board year. For 2025, the income base amount was SEK 80,600. For more information on the Board, see the table to the right and the section on the Board.
Audit Committee
The Audit Committee is a committee of the Board of
Directors and during 2025 consisted of Maria Kröger
(Chair), Björn Östlund and Anders Westermark. The Audit Committee is a preparatory body within the company’s Board of Directors that shall, for example, ensure that the Board of Directors meets its supervisory responsibilities with regard to internal control, risk
The Board’s independence, attendance and remuneration
Independent in relation
to Railcare and its senior executives
Independent in
relation to major shareholders
Attendance
at Board meetings
Attended
Agm
Audit Committee
Remu- neration
Committee
Remu- neration 2025/2026
| Anders Westermark | Yes | No 9 (9) Yes 4 (5) 1 (1)282,100 |
|---|---|---|
| Catharina Elmsäter-Svärd | Yes | Yes 7 (9) Yes - 1 (1)120,900 |
| Björn Östlund | Yes | Yes 8 (9) Yes 4 (5) 1 (1)161,200 |
| Linn Andersson | Yes | Yes 9 (9) Yes - 1 (1)120,900 |
| Andreas Lantto | No | Yes 9 (9) Yes - 1 (1)120,900 |
| Maria Kröger | Yes | Yes 7 (9) Yes 4 (5) 0 (1)201,500 |
management, accounting and financial reporting, as well as regulatory compliance. The work of the Audit
Committee is regulated by special instructions adopted
by the Board of Directors as part of its Rules of Procedure. In this connection, the Audit Committee shall contribute in particular to good financial reporting and to maintaining the market’s confidence in the company.
The Audit Committee shall ensure qualified, efficient
and independent external auditing of the company and effective communications between the Board of Directors and the external auditor.
58Contents
1 Administration Report
Corporate Governance
The Audit Committee shall normally meet at least five times per calendar year. Once a year, a meeting should be held at which no member of management is present. Minutes shall be kept of the meetings of the Audit Committee. The Audit Committee shall inform the Board of Directors of what has been discussed by the Committee. In 2025, the Audit Committee held five meetings, four of which were held in connection with the quarterly financial statements.
Discussions primarily concerned the company’s profit
and financial position, internal control, risk management, quarterly reports, etc.
Remuneration Committee
At the statutory Board meeting, the Board resolved not to establish a separate Remuneration Committee, as it considers it more appropriate for the full Board to carry out the duties of the Remuneration Committee.
The duties of the Remuneration Committee are:
• to approve proposals for guidelines for remuneration to senior executives, for subsequent adoption by the Annual General Meeting, • to set guidelines for individual remuneration to the CEO, and propose guidelines to the CEO for individual remuneration to other senior executives, thereby ensuring that these proposals are in accordance with the company’s remuneration principles established by the Annual General Meeting, and • to monitor the system by which the company complies with the law, applicable stock exchange regulations and the Swedish Corporate Governance Code regarding regulations on the disclosure of information related to remuneration to senior executives. The Remuneration Committee is convened as necessary and held one meeting where minutes were kept in
Assessment of the work of the Board of Directors
At the end of the year, the Board of Directors’ work is assessed with the aim of improving the work and efficiency of the Board of Directors. The Chairman of
Railcare’s Board of Directors, Anders Westermark, is
responsible for the assessment and for presenting it to the Nomination Committee. At the end of 2025, the Chairman of the Board distributed a survey to which all members were required to respond. The responses were collected and presented to the full Board of Directors. The results of the assessment were then submitted to the Nomination Committee at a minuted meeting.
CEO and Group Management
During 2025, Group Management consisted of Mattias
Remahl, CEO and Group CEO; Johan Elveros, CFO; Hanna Hedlund, Head of IR, Communications and Sustainability; Jonny Granlund, Business Area Manager
Contracting; Patrik Söderholm, Business Area Manager
Technology; Torbjörn Larsson, Business Area Manager
Transport; Hans Flodmark, Chief Safety Officer; and
Sofie Strömberg, HR Manager.
Jonny Granlund is engaged on a consulting basis. More information about transactions with related parties can be found in Note G27 . For more information on Group
Management, see pages Group Management.
The CEO leads the operating activities according to internal and external steering documents and is responsible for reporting on the Group’s development to the Board of Directors. The CEO and CFO participate in each Board meeting and Audit Committee meeting to report and present the Group’s information according to the adopted steering documents. Group Management meets regularly with a focus on corporate governance of the operations, strategic matters and follow-up of the budget. Each legal entity in the Group has an operations manager who is responsible for current operations alongside the responsible member of Group Management.
Within each business area, operational managers meet
once a month, convened by the Business Area Manager, to report on and follow up the operations.
59Contents
1 Administration Report
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | CORPORATE GOVERNANCE |
|---|
Board of
Directors
Born: 1959
Position: Chairman of the Board since 2022, Chairman of the Remuneration Committee and member of the Audit Committee. Other ongoing significant assignments: Anders is Chairman of the Board of Nornan Invest AB, Stiftelsen Skelleftepress, NTM Media AB and
Nordvestor Fastigheter AB, and a Board member of Företagsekonomiska
Institutet (FEI).
Other experience: Anders has previous experience as CEO in the areas of media, construction and financial control.
Education: M.Sc. (Econ.) from Linköping University and has completed
Executive Education at the Stockholm School of Economics.
Holding in Railcare Group AB (incl. closely related parties): Anders holds 233,219 shares directly in Railcare Group AB and represents Nornan
Invest AB with
7,121,395 shares in Railcare Group AB.
Anders Westermark
Chairman of the Board since 2022, elected in 2018.
Born: 1965
Position: Board member and member of the Remuneration Committee.
Other ongoing significant assignments: Catharina is CEO of Byggföretagen and Chair of the Board of Luftfartsverket and AB Elmsäters i Enhörna. Other experience: Catharina has been a member of the Riksdag (Swedish Parliament) for 11 years and was Minister for Infrastructure between 2010 and 2014. She was also Chair of the Board of Railcare Group AB during 2016-2022.
Education: Graduate market economist from RMI-Berghs.
Holding in Railcare Group AB (incl. closely related parties): Catharina holds 4,691 shares in Railcare Group AB.
Catharina Elmsäter-Svärd
Board Member, elected 2016
Born: 1957
Position: Board member and member of the Audit Committee and the
Remuneration Committee.
Other ongoing significant assignments: Björn is the owner of and a Senior Advisor at Koninfra AB. He is also Chairman of the Board of SIBEK
AB and Board member of Vossloh Nordic Switch Systems AB.
Other experience: Björn’s previous experience includes senior positions within ÅF/AFRY and the Swedish Transport Administration. He has been Deputy Director General of Banverket (the former Swedish Rail Administration), Head of Traffic at the Swedish Transport Administration, Head of the Delivery Division at Banverket, Head of Banverket Planning and Head of Banverket Production, now Infranord. He has worked in transport infrastructure since 1994 with board assignments for Botniabanan and the
Tågoperatörerna (train operators) industry organisation.
Education: M.Sc. (Eng.) in Industrial Engineering and Management from
Linköping University.
Holding in Railcare Group AB (incl. closely related parties): Björn holds 3,502 shares in Railcare Group AB.
Björn Östlund
Board Member, elected 2019
60Contents
1 Administration Report
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | CORPORATE GOVERNANCE |
|---|
Board of
Directors
cont.
Born: 1978
Position: Board member and member of the Remuneration Committee.
Other ongoing significant assignments: Linn is General Manager at
Boliden Rönnskär and Board Member of Science City Skellefteå AB.
Other experience: Linn has for the past 15 years held high-level positions in the mining and power industry, with particular expertise in project and change management and in sustainability. These include Skellefteå Kraft AB where Linn held the role of Business Area Manager Power Systems, and Boliden Mineral where Linn has held several managerial positions including Production Manager, Research Manager and Environmental
Manager.
Education: M.Sc. in Chemistry from Umeå University and an MBA from
Edinburgh Business School.
Holding in Railcare Group AB (incl. closely related parties): Linn holds 2,000 shares in Railcare Group AB.
Linn Andersson
Board Member, elected 2023
Born: 1983
Position: Board member and member of the Remuneration Committee.
Other ongoing significant assignments: Andreas is an active partner and Board Member of Nordkonsult i Luleå AB and its affiliated companies. As part of an ongoing consulting assignment, Andreas serves as the lead project manager for the new Port of Luleå. Other experience: Andreas has previous experience from leading positions in logistics, planning and construction in the mining and automotive industry in northern Sweden. He has been logistics manager at Kaunis
Iron AB and Northland Resources.
Education: M.Sc. (Eng.) in Mechanical Engineering from Luleå University of Technology. Holding in Railcare Group AB (incl. closely related parties): Andreas holds 0 shares in Railcare Group AB.
Andreas Lantto
Board member, elected 2023
Born: 1968
Position: Board member, Chair of the Audit Committee and member of the
Remuneration Committee.
Other ongoing significant assignments: Maria is CFO of Arevo AB and holds board positions at VK Media, the property company Gazette, and the IT company Algoryx Simulation. Other experience: Maria has spent a significant part of her professional career as CFO of Vitec Software Group and as an authorised accountant at EY. In addition, Maria has also served as CEO of Ariser and CFO of Umia Sweden. Maria is a versatile and experienced M.Sc. (Business Administration) with strong expertise in financial management across both listed and unlisted environments, and in companies of varying sizes and stages of development. Education: M.Sc. (Business Administration.) from Umeå School of Economics Holding in Railcare Group AB (incl. closely related parties): Maria holds 2,000 shares in Railcare Group AB.
Maria Kröger
Board Member, elected 2024
61Contents
1 Administration Report
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | CORPORATE GOVERNANCE |
|---|
Group
Management
Born: 1976
Position: President and CEO
Other ongoing significant
assignments: Mattias is a Board member of Humivic AB and Kurjovikens Bränneri AB.
Other experience: Mattias has
16 years of experience from the metal and mining group Boliden, where he was, among other things, Finance Director of the
Mining Business Area and Group
Tax Manager.
Education: B.Sc. (Business
Administration) from Luleå University of Technology
Holding in Railcare Group AB
(incl. closely related parties):
Mattias holds 125,000 shares
through Humivic AB.
Employed: 2021
In Group Management since:
| Mattias Remahl | Johan Elveros |
|---|
Born: 1980
Position: CFO
Other ongoing significant
assignments: Johan has no other ongoing assignments as a member of any administrative, management or control body. Other experience: Johan previously worked for 16 years within the metals and mining group
Boliden, where he, among other
roles, served as Head of the Controlling Department in the Mines business area.
Education: M.Sc. (Business and
Economics), Umeå University
Holding in Railcare Group AB
(incl. closely related parties):
Johan holds 0 shares in Railcare
Group AB.
Employed: 2025
In Group Management since:
Born: 1967
Position: Business Area Manager
Contracting
Other ongoing significant
assignments: Jonny is CEO and a
Board member of JOTAG AB.
Other experience: Jonny has previously worked at Banverket (the former Swedish Rail Administration) Industridivisionen as Project
Manager and Site Manager for
major maintenance and investment work in the Eastern, Central and Northern regions in Sweden.
Jonny has more than 30 years
of experience working within the railway industry.
Education: High school, two-year
engineering programme.
Holding in Railcare Group AB
(incl. closely related parties):
Jonny holds 103,213 shares in
Railcare Group AB.
Employed: 2007 *
In Group Management since:
Jonny Granlund
Born: 1990
Position: Business area Manager
Technology
Other ongoing significant
assignments: Patrik is a board member of Patrik Söderholm
Invest AB and deputy board member of Örbäcks Buss AB.
Other experience: Patrik has
over 16 years of experience in the railway industry, with a particular focus on fleet management, maintenance, project management and modernisation of vehicles.
Patrik’s experience ranges from
strategic planning to operational management.
Education: High school and
further education in the railway sector.
Holding in Railcare Group AB
(incl. closely related parties):
Patrik holds 0 shares in Railcare
Group AB.
Employed: 2011
In Group Management since:
Patrik Söderholm
- Engaged on a consulting basis
62Contents
1 Administration Report
| RAILCARE GROUP AB ANNUAL REPORT 2025 / | CORPORATE GOVERNANCE |
|---|
Group
Management
cont.
Born: 1973
Position: Business area Manager
Transport
Other ongoing significant
assignments: Torbjörn has no other ongoing assignments as a member of any administrative, management or control body.
Other experience: Torbjörn has
over 20 years of experience within the railway industry, including several leading roles in LKAB’s rail traffic, including as section manager for line traffic and CEO assignments for the Swedish and Norwegian Iron Ore railway companies. Education: Mechanical Engineer,
Luleå University of Technology.
Holding in Railcare Group AB
(incl. closely related parties):
Torbjörn holds 0 shares in Railcare Group AB.
Employed: 2023
In Group Management since:
| Torbjörn Larsson | Sofie Strömberg |
|---|
Born: 1985
Position: HR Manager
Other ongoing significant
assignments: Sofie has no other ongoing assignments as a member of any administrative, management or control body. Other experience: Sofie has previously worked as HR manager at
Skellefteå Taxi and as a manager
in Skellefteå Municipality, Department of Health and Social Care.
Education: B.Sc in Human Resources, Umeå University
Holding in Railcare Group AB
(incl. closely related parties):
Sofie holds 195 shares in Railcare
Group AB.
Employed: 2025
In Group Management since:
Born: 1975
Position: Head of Safety
Other ongoing significant
assignments: Hans has no other ongoing assignments as a member of any administrative, management, or control bodies.
Other experience: In various
roles at Railcare, Hans has been responsible for safety culture initiatives, safety management and management systems, as well as authorisation processes in Sweden, Norway and with the European Union Agency for Railways. Prior to joining Railcare,
Hans worked for over 10 years
in the Swedish forestry industry with logistics issues. Education:
The Master of Science in Forestry
programme, Swedish University of Agricultural Sciences.
Holding in Railcare Group AB
(incl. closely related parties):
Hans holds 1,000 shares in Railcare Group AB.
Employed:2010
In Group Management since:
Hans Flodmark
Born: 1981
Position: IR, Communication and
Sustainability Manager
Other ongoing significant
assignments: Hanna has no other ongoing assignments as a member of any administrative, management or control body.
Other experience: Hanna has
more than 20 years of experience in the field of communications and has previously worked as a consultant in communications, project management and business development.
Education: B.Sc. (Business
Administration.) from Luleå University of Technology
Holding in Railcare Group AB
(incl. closely related parties):
Hanna holds 970 shares in Railcare Group AB.
Employed: 2022
In Group Management since:
Hanna Hedlund
63Contents
1 Administration Report
Corporate Governance
Auditors
According to Railcare’s Articles of Association, the company shall have one or two auditors, or a registered firm of auditors, examine the company’s annual accounts and the administration by the Board of Directors and the CEO. The company’s current auditor is the registered audit firm Ernst & Young Aktiebolag. The audit firm was appointed auditor in 2009 and was re-elected at the 2025 Annual General Meeting. Micael
Engström, Authorised Public Accountant and member
of FAR (industry organisation for accounting consultants, auditors and advisers in Sweden), was elected as
Auditor in Charge at the Annual General Meeting on 07
May 2025 for the period until the 2026 Annual General
Meeting.
Each year, the company’s auditors report their observations from the audit to the Board in connection with the closing of the annual accounts. The Board also meets with the company’s auditors at least once a year, without the presence of Group Management, to learn about the direction and scope of the audit and to discuss the coordination between the external audit and internal control and the view regarding the company’s risks. In 2025, the company’s auditors participated in two meetings with the Audit Committee, and one meeting with the Board of Directors, primarily addressing the audit of the annual accounts for 2024, as well as the review of the Interim Report for January-September 2025. In connection with one of these meetings, the Audit Committee met with the company’s auditor without the presence of company management.
Remuneration to senior executives
Guidelines for remuneration to senior executives are
decided at the AGM, based on a proposal from the
Board’s Remuneration Committee. On the basis of
the remuneration principles determined by the AGM, the Remuneration Committee decides on guidelines for individual remuneration to the CEO and proposes guidelines to the CEO for individual remuneration to other senior executives in Group Management. The AGM 2025 decided on guidelines for remuneration to and other employment terms for senior executives.
| These guidelines are described in Note G9 | , and are |
|---|
available in their entirety on the company’s website, www.railcare.se. The guidelines essentially mean that the company shall offer its senior executives remuneration on market terms and that the criteria in connection with this shall comprise the senior executive’s responsibilities, role, competencies and position. In 2025, the Remuneration Committee had one meeting where minutes were kept and the Committee reviewed and discussed the applicable remuneration based on the set guidelines. The company complied with the applicable remuneration guidelines in the financial year 2025. The Committee delegated the task of making a final decision on the CEO’s salary review to the Chairman. Jonny Granlund, a member of Group
Management, is currently remunerated through a
consulting fee. The consulting fee paid corresponded to a market-based fixed cash salary, adjusted upwards for other non-salary costs such as social security contributions and pension. The exceptional decision to pay a consulting fee instead of salary according to the remuneration model specified in the company's guidelines comes under the Board’s option to deviate from the guidelines in the company's long-term interests, and is justified by the company's need to be able to offer a market-based and competitive total remuneration. According to the Companies Act, the Board must prepare a proposal for new remuneration guidelines when there is a need for significant changes to the guidelines, but at least every four years. The Board considers that no changes are needed and that the current guidelines should continue to apply.
Internal control of financial reporting
Railcare’s Board of Directors and CEO are responsible
for internal control, which is regulated by the Companies Act, the Annual Accounts Act and the Swedish
Corporate Governance Code. The Audit Committee
is tasked with monitoring Railcare’s internal control, primarily so that external reports are prepared in accordance with applicable legislation, but also so that
Railcare’s internal regulations are complied with.
The purpose of the internal control of financial reporting is to ensure with reasonable assurance that the external financial reporting is reliable and that it is prepared in accordance with generally accepted accounting principles, that applicable laws and regulations are followed, and to ensure compliance with the requirements imposed on listed companies.
64Contents
1 Administration Report
Corporate Governance
Railcare’s internal control model is based on frameworks developed by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).
The framework has five basic components, which are presented below.
Control environment
The control environment forms the basis for the internal control of financial reporting and a key part of maintaining good internal control is that decision paths, authorisations and responsibilities are clearly distributed and communicated within the organisation. Examples of documents regulating this are the Rules of Procedure for the Board of Railcare Group AB, Instructions to the CEO of Railcare Group AB, Instructions to the Audit Committee, Financial Policy and the Financial Handbook. The Group is divided into operational units. Within each operational unit, there is an operations manager who is responsible for meeting targets and budgets, as well as governance issues. Railcare’s organisational structure is communicated in the Group’s operating system, QMS, so that responsibilities and roles are clear to all who work with financial information.
The Financial Handbook for Railcare Group establishes
the division of roles and responsibilities for the employees who work with financial reporting. The Financial Handbook includes the Group’s accounting principles, as well as reporting schedules and instructions to ensure that the accounting is uniform and conducted in a timely manner. The Financial Policy sets overarching targets and guidelines for financial risk and for how financial activities are to be conducted. The Financial Policy also sets out how the responsibility for the financial activities is to be distributed and how the risks are to be managed and reported. The Financial Policy includes instructions on how the ongoing operations are to be conducted.
Risk assessment and risk management
Within Railcare, systematic efforts are conducted with
regard to how risks are to be assessed and managed in terms of operational, strategic and financial risks.
The Board of Directors establishes principles and
guidelines for the company’s risk management, while the operational responsibility lies with the CEO. The
Board of Directors has established an Audit Committee
that continuously addresses matters of risk management and the internal control of financial reporting.
The Audit Committee bears a responsibility delegated
from the Board of Directors to prepare matters related to internal control of financial reporting and to follow up on measures connected to risk management. Risks identified within the Group are assessed annually by management with the aim of identifying new risks and updating the company’s view on previously identified risks. This assessment maps and evaluates the risks identified based on their impact and probability. This evaluation is presented to the Audit Committee and the
Board of Directors annually.
Significant risks that may affect financial reporting
include items based on accounting estimates, such as property, plant and equipment and revenue recognition. Financial risks such as liquidity, currency and credit risk are managed by Group Management and the Board of Directors based on the adopted Financial
Policy.
Each month, the CEO presents the Board with the
financial results for ongoing follow-up and evaluation by the Group. The financial reports are distributed via a
Board portal, which prevents unauthorised individuals
from accessing confidential material. In connection with meetings of the Audit Committee and the Board, more detailed information is presented in the form of profit and liquidity forecasts, for example.
Control activities
Railcare’s control structure is designed to manage the risks considered by the Board of Directors to be significant for the internal control of financial reporting. Control activities include managing the risks considered by the Board of Directors to be significant to internal control, and control activities are also designed to enable employees to detect or prevent risks of errors in the reporting at an early stage. The effectiveness of the controls is assessed by individuals selected from within the organisation, and the results are compiled annually at the Group level and presented to the Audit Committee and the Board of Directors. Examples of control activities include monthly follow-up meetings with managers in the various operational units, and profit forecasts are continuously followed up and updated. Other control activities are aimed at ensuring that the company’s non-current assets are correctly valued and include reviewing the investment budget, quarterly matching of the asset registers and annual impairment testing.
65Contents
1 Administration Report
Corporate Governance
The company’s CFO is responsible for ensuring that control activities for financial reporting are maintained and followed, and works with and monitors the control activities alongside the finance department throughout the year. Railcare continuously works to improve and develop its internal control of financial reporting. The Board of Directors has assesses that Railcare does not need a specific internal audit function. Given the size and character of the operations, combined with existing reporting to the Board of Directors and the Audit
Committee, it is not considered financially justifiable.
The established control system is deemed sufficient to safeguard the quality of financial reporting.
Information and communication
Railcare’s steering documents, in the form of policies, are adopted annually by the Board of Directors. Guidelines and instructions are updated when required by the relevant individual responsible in accordance with Guidelines for managing steering documents. All steering documents are accessible via QMS and this is regulated based on specific levels of authorisation to ensure that employees have access to necessary and relevant information.
Railcare’s Communications Policy and Insider Policy
describe how the Group should handle matters connected with internal and external communications, how insider information should be handled, and how responsibilities are distributed within the company.
Internal communication is conducted on an ongoing
basis throughout the Group. Information in the form of newsletters and videos are distributed by email several times a year to all employees in the Group. This ensures all employees are updated and informed about what is happening in the Group and the various operations.
Railcare’s external communications are conducted
predominantly via the company’s website. The website is constantly updated with essential information for external stakeholders and updated in accordance with the laws, regulations and guidelines that Railcare follows as a company listed on the Nasdaq Stockholm. Examples include updating documents relating to investor relations, such as Interim Reports,
Annual Reports, materials for general meetings, etc.
Monitoring activities
Compliance and efficiency of internal control is
followed up by the CEO and CFO who in turn report to the Audit Committee and the Board of Directors.
Group Management meets regularly focusing on the
operational governance and, where necessary, discusses necessary measures for effective internal control. Each month, the CEO presents a summary report to the
Board containing information about the Group’s and
segments’ results compared to earlier periods. Ahead of each regular Board meeting, the Board is presented with more extensive and detailed reporting. These reports present prevailing market conditions, risks associated with ongoing projects and potential departures from the forecast and budget. The CFO is responsible for ensuring that analyses and comments presented to the Board of Directors are accurate and that the Board and the Audit Committee receive all relevant information and materials, so that the Board and the Audit Committee have a timely and accurate picture of the internal control of financial reporting. The Board of Directors evaluates the risks associated with the internal control of financial reporting continuously and reports this to the CEO and CFO, who communicate the observations made by the Board to the organisation and ensure that appropriate measures are implemented. In this work, the Board is guided by principles and guidelines, and compliance is monitored throughout the year via continuous dialogue at Audit
Committee and Board meetings.
The internal control is assessed to be effective.
66Contents
1 Financial Statements, Notes
Financial Statements And Notes
Financial statements
and notes
67Contents
1 Financial Statements, Notes
Consolidated Statement Of Comprehensive Income
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
Consolidated Statement of Comprehensive Income
| Amounts in SEK 000 | Note Jan-Dec 2025 Jan-Dec 2024 |
|---|---|
| Net sales | G5,G6 667,574 635,298 |
| Other operating income | G7 8,220 6,753 |
| Capitalised work on own account | 21,426 18,560 |
| Raw materials and consumables | -173,275 -199,756 |
| Other external costs | G10, G11 -94,779 -89,280 |
| Personnel expenses | G9 -220,189 -196,933 |
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets
G11 -137,426 -106,402
| Other operating expenses | G8 -3,913 -1,961 |
|---|---|
| Operating profit/loss (EBIT) | 67,638 66,279 |
| Profit from investments in Group companies G16 | -4 140 |
| Financial income | 815 293 |
| Financial expenses | G11 -16,113 -25,937 |
| Net financial income/expense | G12 -15,298 -25,644 |
| Profit/loss before tax | 52,336 40,775 |
| Income tax | G13 -12,530 -10,390 |
| Profit for the period | 39,806 30,385 |
| Amounts in SEK 000 | Note Jan-Dec 2025 Jan-Dec 2024 |
Other comprehensive income:
Items that may be reclassified to profit/loss for the period
Exchange rate differences from the translation of
foreign operations Other comprehensive income for the period, net of tax
| Total comprehensive income for the period | 41,252 30,057 |
|---|---|
| Amounts in SEK | Jan-Dec 2025 Jan-Dec 2024 |
| Earnings per share before and after dilution G22 | 1.65 1.26 |
| Average number of shares | 24,124,167 24,124,167 |
Number of shares outstanding as of the reporting date 24,124,167 24,124,167
68Contents
1 Financial Statements, Notes
Consolidated Statement Of Financial Position
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Consolidated Statement of Financial PositionAmounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
|---|
Assets
Non-current assets
| Intangible assets | G14 | |
|---|---|---|
| Capitalised development costs | 4,457 7,247 | |
| Patents | 6 | 71 |
| Goodwill | 6,300 6,300 | |
| Transportation licences | 1,585 1,816 | |
| Total intangible assets | 12,348 15,434 | |
| Property, plant and equipment | G11, G15 | |
| Buildings and land | 45,879 39,681 | |
| Locomotives and wagons | 492,692 457,802 | |
| Mobile machinery | 312,736 184,811 | |
| Vehicles | 7,833 8,631 | |
| Equipment, tools, fixtures and fittings | 4,379 6,153 | |
| Construction in progress | 22,844 125,382 | |
| Total property, plant and equipment | 886,363 822,459 |
Financial assets
| Investments in associated companies | G16 1,010 1,014 | ||
|---|---|---|---|
| Other non-current receivables | G4 21,791 24,151 | ||
| Total financial non-current assets | 22,801 25,165 | ||
| Deferred tax assets | G13 | - | 5 |
| Total non-current assets | 921,512 863,064 | ||
| Amounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
Current assets
| Inventories | G18 |
|---|---|
| Raw materials and consumables 36,932 | 21,976 |
| Work in progress 31,709 | 16,176 |
| Total inventories | 68,641 38,152 |
Current receivables
| Accounts receivable | G17 59,825 44,787 | |
|---|---|---|
| Contract assets | G5 13,991 15,009 | |
| Current tax receivables | 1 | 1 |
| Other current receivables | G19 888 2,415 | |
| Prepaid expenses and accrued income | G20 25,934 18,655 | |
| Total current receivables | 100,638 80,867 | |
| Cash and cash equivalents | G21 66,295 61,691 | |
| Total current assets | 235,575 180,710 | |
| TOTAL ASSETS | 1,157,086 1,043,774 |
69Contents
1 Financial Statements, Notes
Consolidated Statement Of Financial Position
Notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Consolidated Statement of Financial Position (cont.)Amounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
|---|---|
| EQUITY | G22 |
| Share capital | 9,891 9,891 |
| Other capital contributions | 17,485 17,485 |
| Translation reserve | 4,158 2,712 |
| Retained earnings (profit/loss for the year included) | 279,302 256,383 |
Total equity attributable to Parent Company shareholders
| Amounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
|---|
Liabilities
| Non-current liabilities | G23 |
|---|---|
| Deferred tax liabilities | G13 55,676 61,250 |
| Liabilities to credit institutions | 87,204 76,511 |
| Lease liability | 308,389 295,857 |
| Other provisions | 249 209 |
| Total non-current liabilities | 451,518 433,827 |
| Current liabilities | G23 |
| Lease liability | 120,755 92,190 |
| Liabilities to credit institutions | 118,626 127,262 |
| Accounts payable | 47,269 35,215 |
| Prepayments from customers | 23,438 3,130 |
| Current tax liabilities | 14,806 12,257 |
| Other liabilities | G24 4,217 6,555 |
| Accrued expenses and deferred income | G25 65,621 46,867 |
| Total current liabilities | 394,734 323,476 |
| TOTAL EQUITY AND LIABILITIES | 1,157,086 1,043,774 |
70Contents
1 Financial Statements, Notes
Consolidated Statement Of Changes In Equity
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
Consolidated Statement of Changes in Equity
| Amounts in SEK 000 | Note Share capital |
|---|
Other
capital provided
Translation
reserve
Retained
earnings (incl. profit/ loss for the period)
Total
equity
Opening balance
| as of 1 January 2024 | G22 9,891 17,485 3,040 243,702 274,118 | ||||
|---|---|---|---|---|---|
| Effect of adjusted accounting principles | - | - | - | -817 | -817 |
Adjusted opening balance
as of 1 January 2024
| Profit/loss for the year | - | - | - 30,385 30,385 |
|---|---|---|---|
| Other comprehensive income | - | - -328 | - -328 |
| Total comprehensive income | - | - -328 30,385 30,057 |
Transactions with shareholders
| Dividend | - | - | - -16,887 -16,887 |
|---|
Closing balance
| as of 31 December 2024 | 9,891 17,485 2,712 256,383 286,471 |
|---|
Opening balance
| as of 1 January 2025 | G22 9,891 17,485 2,712 256,383 286,471 | ||
|---|---|---|---|
| Profit/loss for the year | - | - | - 39,806 39,806 |
| Other comprehensive income | - | - 1,446 | - 1,446 |
| Total comprehensive income | - | - 1,446 39,806 41,252 |
Transactions with shareholders
| Dividend | - | - | - -16,887 -16,887 |
|---|
Closing balance
| as of 31 December 2025 | 9,891 17,485 4,158 279,302 310,836 |
|---|
71Contents
1 Financial Statements, Notes
Consolidated Cash Flow Statement
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Consolidated Statement of Cash FlowsAmounts in SEK 000 | Note Jan-Dec 2025 Jan-Dec 2024 |
|---|
Cash flow from operating activities
| Operating profit | 67,638 66,279 |
|---|
Adjustment for items not included in the cash flowG28 140,996 107,173
| Interest paid | -22,133 -24,407 | |
|---|---|---|
| Interest received | 42 | 64 |
| Income tax paid | -15,668 -4,823 |
Cash flow from operating activities before changes
in working capital
Cash flow from changes in working capital
| Increase/decrease in inventories | -35,041 -3,142 |
|---|---|
| Increase/decrease in operating receivables | -17,531 12,091 |
| Increase/decrease in operating liabilities | 48,627 -1,515 |
| Total changes in working capital | -3,945 7,434 |
| Cash flow from operating activities | 166,930 151,720 |
Cash flow from investing activities
| Investments in intangible assets | G14 -1,596 -5,777 |
|---|
Investments in property, plant and equipment G15 -41,532 -60,503 Acquisitions of subsidiaries, net effect on cash and cash equivalents
| Investments in other financial non-current assets | - -21,260 | |
|---|---|---|
| Divestment of property, plant and equipment | 147 | 60 |
| Cash flow from investing activities | -46,948 -87,480 | |
| Amounts in SEK 000 | Note Jan-Dec 2025 Jan-Dec 2024 | |
| Cash flow from financing activities | G29 | |
| Loans raised | 44,504 68,067 | |
| Net change in overdraft facility | 430 | - |
| Amortisation of loans | -43,432 -24,867 | |
| Amortisation of lease liabilities | -99,919 -68,418 | |
| Dividend paid | -16,887 -16,887 | |
| Cash flow from financing activities | -115,304 -42,105 | |
| Cash flow for the period | 4,678 22,135 | |
| Opening cash and cash equivalents | 61,691 39,432 | |
| Exchange rate difference in cash and cash equivalents | -74 124 | |
| Closing cash and cash equivalents | G21 66,295 61,691 |
72Contents
1 Financial Statements, Notes
Notes 1-G2
NOTE 1 General information
Railcare Group AB (publ), (”Railcare”), Corp. ID no. 556730-7813 is a limited company registered in Sweden and domiciled in Skellefteå, with the address Näsuddsvägen 10, SE-932 32 Skelleftehamn, Sweden. Railcare Group AB is the Parent Company of the Group. Railcare’s share is listed on Nasdaq Stockholm Small Cap under the ticker ”RAIL”. This Annual Report and Consolidated Financial Statements have been approved by the Board of Directors for publication on 31 March 2026 and will be submitted to the Annual General Meeting on 07 May 2026 for adoption. Unless otherwise stated, all amounts are given in SEK 000. Disclosures in parentheses pertain to the comparison year. Due to rounding, in certain cases figures presented in the financial reports may not add up exactly to the total, and percentages may not be exact.
NOTE G2 Material disclosures of accounting principles
The most important accounting principles applied in preparing these Consolidated Financial Statements are described below. These principles have been applied consistently to all the periods presented, unless otherwise stated.
Basis for preparation of statements
Railcare’s Consolidated Financial Statements have been prepared in accordance with the Annual Accounts Act, the Swedish Corporate Reporting Board’s recommendation RFR 1 Supplementary Accounting Rules for Groups, International Financial Reporting Standards (IFRS) and the interpretations of the IFRS Interpretations Committee (IFRS IC) as adopted by the EU. The Consolidated Financial Statements have been prepared based on the going concern assumption. All assets and liabilities have been valued on the basis of their cost. The preparation of financial statements in compliance with IFRS accounting standards requires the use of a number of critical accounting estimates. It also requires Group Management to exercise its judgement in the process of applying the Group’s accounting principles. The areas that involve a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are indicated in Note G4. New or amended standards applied by the Group The amendment that entered into force in 2025 relates to Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates and concerns how an entity shall assess whether a currency is exchangeable and how the spot exchange rate is to be determined in the absence of exchangeability. The application of these amendments has not had any significant impact on the Group’s financial statements. New standards and interpretations not yet applied by the Group A number of new and amended standards and interpretations have been published by the IASB but have not yet come into force. None of the new or amended standards or interpretations have been applied in advance. The Group intends to adhere to these new, changed standards when they come into effect. The changes most relevant to the Group are described below. Amendments to IFRS 9 and IFRS 7 clarify when derecognition of a financial liability in connection with electronic payment shall occur, as well as provide clarifications regarding own-use considerations in respect of weather-dependent electricity contracts. (2026). In addition, there are several minor amendments arising from the IASB’s annual improvements process, which
73Contents
1 Financial Statements, Notes
Note G2
will also enter into force in 2026. IFRS 18 Presentation and Disclosure in Financial Statements, with consequential amendments to IAS 7, IAS 8, IAS 33, IAS 34 and IFRS 7. The standard introduces requirements relating to categories and subtotals in the Statement of Profit or Loss, aggregation and disaggregation, and disclosures regarding performance measures that represent subtotals of income and expenses, among other things. The standard has now been endorsed by the EU and is to be applied from 1
January 2027.
The Group’s work on analysing and preparing for the implementation of new or amended standards is ongoing.
Consolidated Financial Statements
Subsidiaries
Subsidiaries are included in the Consolidated Financial Statements from the date on which the controlling interest is transferred to the Group. They are excluded from the Consolidated Financial Statements from the date on which the controlling influence ceases.
Acquisition
The acquisition method is used for reporting the Group’s business combinations. The purchase consideration for the acquisition of a subsidiary is the fair value of the transferred assets, the liabilities assumed by the Group to the former owners of the acquired company and the shares issued by the Group. Identifiable assets acquired and liabilities assumed in a business combination are initially valued at fair value at the acquisition date. Acquisition-related costs are expensed as they arise. Goodwill is initially valued as the amount by which the total purchase price and any fair value of non-controlling interests at the date of acquisition exceeds the fair value of identifiable net assets acquired. If the purchase price is lower than the fair value of the acquired company’s net assets, the difference is recognised directly in profit and loss.
Elimination of intra-group profits
All intra-Group transactions and balances items are eliminated on consolidation, including unrealised gains and losses on transactions between the Group companies.
Foreign currency translation
Functional currency and presentation currency
Swedish kronor (SEK), the functional currency of the Parent Company and the presentation currency of the Group, is used in the Consolidated Financial Statements. The different units of the Group have the local currency as their functional currency, as it is the currency used in the primary economic environment in which each unit mainly operates.
Transactions and balances
Transactions in foreign currencies are translated into the functional currency at the exchange rates prevailing on the date of the transaction. Any gain or loss arising from the payment of such transactions and in the restatement of monetary assets and liabilities in foreign currencies at the rate on the reporting date is recognised in operating profit in the statement of comprehensive income. Foreign exchange gains and losses relating to loans and cash and cash equivalents are recognised in the statement of comprehensive income as financial income or expenses. All other foreign exchange gains and losses are recognised in the item “Other operating expenses” and “Other operating income” in the statement of comprehensive income.
Translation of foreign Group companies
The financial position and performance of all Group companies with a functional currency different than the presentation currency are translated to the Group’s presentation currency. Assets and liabilities in each Statement of Financial Position are translated from the foreign operation’s functional currency into the Group’s presentation currency, Swedish kronor (SEK), at the exchange rate prevailing at the reporting date. The income and expenses in each Statement of Profit or Loss are translated to Swedish kronor at the average exchange rate for each month in the reporting period. Translation differences arising on the translation of foreign operations are recognised in other comprehensive income. Information on the effects of foreign currency translation is primarily disclosed in Notes:
Note G7 Other operating income
Note G8 Other operating expenses
Note G12 Financial income and expenses
Note G14 Intangible assets
Note G15 Property, plant and equipment
Cash Flow Statement
The cash flow statement has been prepared using the indirect method. Recognised cash flow only includes transactions that involve payments in or out. In addition to cash and bank flows, cash and cash equivalents include short-term investments which can be converted into bank funds in an amount that is mainly known in advance.
74Contents
1 Financial Statements, Notes
Notes G2-G3
Other material accounting policy disclosures
Other material accounting policy disclosures can be found in the following Notes: Financial instrumentsNote G4 Financial risk management and financial instruments
| Income | Note G5 Revenue recognition |
|---|
Segment reporting Note G6 Segment reporting
Remuneration to employeesNote G9 Remuneration to employees, etc.
| Leasing | Note G5 Revenue Recognition – the Group as lessor (lease income) |
|---|
Note G11 Lease Agreements – the Group as lessee (right-of-use
assets and lease liabilities)
| Income tax | Note G13 | Income tax |
|---|
Intangible assets Note G14 Intangible assets including
impairment testing of non-financial assets
Property, plant and equipment
Note G15 Property, plant and equipment with impairment testing for non-financial assets in Note G14 Intangible assets
Associated companies
Accounts receivable
Note G16 Associated companies
Note G17 Accounts receivable and in Note G4 Financial risk management and financial instruments
| Inventories Note G18 | Inventories |
|---|
Cash and cash equivalentsNote G21 Cash and cash equivalents and in Note G4 Financial risk management and financial instruments
NOTE G3 Critical accounting estimates and judgements for
accounting purposes The preparation of financial statements in compliance with IFRS accounting standard requires the use of certain key estimates for accounting purposes. The company is also required to make certain judgements in applying the accounting principles. These estimates and judgements affect asset and liability items and income and expense items recognised in the statements as well as information provided otherwise. Actual outcomes may differ from these estimates. Estimates and judgements are based on experience and on reasonable assumptions about future market development, as well as on prevailing circumstances such as political decisions.
Judgements
In applying the Group's accounting principles, the company has made the following judgements, which have a significant impact on the amounts recognised in the following areas of the
Consolidated Financial Statements:
| Useful life | Note G15 Property, plant and equipment |
|---|
Additional expenses Note G15 Property, plant and equipment
Climate-related risks Note G11 Lease agreement– Group as the lessee
Note G14 Intangible assets and
Note G15 Property, plant and equipment
Estimates and assumptions
Below is a description of the most important assumptions concerning the future and other key
| sources of uncertainty in estimates that have a significant risk of resulting in a material adjustment of the recognised values | of assets and liabilities in the next financial year. The estimates |
|---|
and assumptions are reviewed regularly. Changes to estimates are recognised in the period in which the estimates are changed if the changes affect that period alone, or in the period in which the change occurs and future periods, if the change affects both. The following areas have been given particular consideration: Lease agreements – lease term Note G11 Lease agreements - The Group as a lessee
Assumptions in impairment testing –
goodwill
Note G14 - Intangible assets
75Contents
1 Financial Statements, Notes
Note G4
NOTE G4 Financial risk management and financial instruments
Financial risk factors
The Group’s activities expose it to many different financial risks: market risk (currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management policy focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the Group’s financial results. The Group does not use derivative instruments to financially hedge certain risk exposures. Risk management is handled by the finance department in accordance with policies approved by the Board. When necessary, the finance department identifies, evaluates and manages financial risks in close cooperation with the Group’s operating units. The Board establishes written policies that encompass overall risk management as well as specific areas, such as currency risk, interest rate risk, credit risk, use of derivative instruments and non-derivative financial instruments, and investment of excess liquidity.
- Market risk
- Currency risk
The Group operates in Scandinavia and the United Kingdom and is exposed to various types of exchange rate risk. The primary exposure relates to purchases and sales conducted in a currency other than the entity’s functional currency. The risk consists of fluctuations in the currency of customer or supplier invoices, as well as exchange rate risk in expected or contracted payment flows. The Group has chosen to not hedge its currency risk in these transactions. The Group has a number of holdings in foreign operations, the net assets of which are exposed to currency risks. Currency exposure that arises from net assets in the Group’s operations abroad is not material, which is why the Group has chosen to not hedge this exposure. ii. Interest rate risk The Group’s foremost interest rate risk arises from long-term borrowing at variable interest, which exposes the Group to interest rate risk for the cash flows. During the financial years 2025 and 2024, the Group’s borrowings were denominated in Swedish kronor, with the majority at variable interest rates. If interest rates on borrowing in SEK as of 31 December 2025 had been 50 basis points (0.5 percentage points) higher/lower, but all other variables had been constant, then equity before tax and profit after tax for the 2025 financial year would have been SEK 1,070,000 (1,079,000) lower/higher, primarily as an effect of higher/lower interest expenses for borrowings with variable interest rates.
- Credit risk
Credit risk is the risk that the counterparty in a transaction cannot fulfil its financial contractual obligations and that possible collateral does not cover the company’s receivable. The overwhelming majority of the credit risk for Railcare pertains to Accounts receivable. The majority of Railcare’s sales are to large customers with high credit ratings. The terms of payment for the Group’s customers are generally 30 days. The Group has also historically had very low bad debt losses. Taken together, these factors indicate a limited credit risk. Credit risk also arises when the company places surplus liquidity with banks. These placements only take place with selected counterparties with high credit ratings. Credit risk is managed at Group level except for credit risk regarding outstanding accounts receivable. Each Group company is responsible for examining and analysing the credit risk of each new customer before the standard terms of payment and delivery are offered. Railcare does not have any loss provision for financial assets as the company does not expect any losses due to non-payment by the counterparties described above. This assumption is based on company management’s own assessments for the assumptions and selection of input data for calculating impairment requirements. These are based on history, known market conditions and prospective calculations at the end of each reporting period. Railcare has had a receivable from Rail Test Nordic (RTN) relating to feasibility study work for the construction of a railway test track between Jörn and Arvidsjaur. The company entered bankruptcy during 2025 and the entire receivable has been written off. As at 31 December 2025, the receivable amounts to SEK 0 million (2.3). Through a shareholder loan to the associated company AC Finans, Railcare has a receivable amounting to SEK 20 million. Railcare considers the receivable to be secure, but a credit risk exists until the liability has been repaid.
- Liquidity risk
Liquidity risk is defined as the risk of not being able to meet payment obligations on maturity without the cost for securing payment funds increasing significantly. Group Management closely monitors rolling forecasts for the Group’s liquidity reserve to ensure that the Group has adequate liquid funds to meet its operational requirements. At the same time, it maintains sufficient latitude in its unutilised contractual credit facilities to ensure that the Group does not breach borrowing limits or borrowing terms (where applicable) on any of the Group’s loan facilities.
76Contents
1 Financial Statements, Notes
Note G4
The following table specifies the Group’s financial liabilities excluding derivatives, classified by the remaining contractual maturity as of the reporting date. The amounts presented in the table are the contractual, undiscounted cash flows.
As of 31 December 2025
Less than
3 months
Between
3 months and 1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Liabilities to credit institutions
| Lease liabilities | 34,507 99,752 97,743 213,264 16,769 |
|---|---|
| Accounts payable | 47,269 |
| Other liabilities | 4,217 |
| Total | 93,189 210,753 148,937 249,705 16,769 |
As of 31 December 2024
Less than
3 months
Between
3 months and 1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Liabilities to credit institutions
| Lease liabilities | 26,758 78,343 100,202 175,335 40,456 |
|---|---|
| Accounts payable | 35,215 - - - - |
| Other liabilities | 6,555 - - - - |
| Total | 74,907 199,227 139,898 212,149 40,456 |
The table below presents the Group’s financial assets and liabilities, taken up at the carrying amount or fair value, classified into the categories according to IFRS 9. For current and non-current receivables and liabilities, the carrying amount is considered to constitute a reasonable estimate of the fair value whereby these values agree in the table below. The company classifies financial instruments with a remaining term of less than 12 months as current assets and liabilities. Financial instruments with a term exceeding 12 months, for which the company has an unconditional right to postpone settlement of the asset or liability for at least 12 months, are classified as non-current assets and liabilities. Information on fair value for financial lease liabilities is not provided in accordance with IFRS Measurement of financial assets and liabilities measured at amortised cost
| Financial assets | 31 Dec 025 | 31 Dec 2024 |
|---|---|---|
| Accounts receivable | 59,825 | 44,787 |
| Other current receivables | 196 | 250 |
| Other non-current receivables | 20,000 | 22,250 |
| Deposits | 1,790 | 1,901 |
| Cash and cash equivalents | 66,295 | 61,691 |
| Total | 148,106 | 130,880 |
| Financial liabilities | 31 Dec 2025 | 31 Dec 2024 |
| Liabilities to credit institutions | 87,204 | 76,511 |
| Current liabilities to credit institutions | 118,626 | 127,262 |
| Accounts payable | 47,269 | 35,215 |
| Other current liabilities | 4,217 | 6,555 |
| Total | 257,316 | 245,544 |
In addition to the financial instruments stated in the tables above, the Group has financial liabilities in the form of lease liabilities, which are recognised and measured in accordance with
Ifrs 16.
Additional disclosures regarding lease liabilities and liabilities to credit institutions can be found in Note G11 Leases – the Group as lessee and Note G23 Borrowings.
77Contents
1 Financial Statements, Notes
Note G4
Accounting Principles
A financial asset or financial liability is recognised in the Statement of Financial Position when the company becomes party to the instrument’s contractual terms. Financial instruments are initially recognised at fair value including transaction expenses that are directly attributable to the acquisition or issue of a financial liability or financial asset. Transactions concerning financial instruments are recognised on the transaction date. Accounts receivable, loan receivables and other financial liabilities are recognised after the date of acquisition at amortised cost using the effective interest method.
Borrowing
Borrowing is initially recognised at fair value, net of transaction expenses. Borrowing is subsequently recognised at amortised cost and any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the borrowing period using the effective interest method. Borrowing is removed from the Statement of Financial Position when the obligations have been settled, annulled or otherwise expired. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss for the period.
Classification
The Group classifies its financial assets and liabilities in the category at amortised cost, and financial liabilities are measured at fair value via the Statement of profit or Loss. The classification is based on the purpose for which the financial asset or liability was acquired and managed. The Group’s financial instruments are classified as follows:
- Financial assets measured at amortised cost
Assets that are held for the purpose of collecting contractual cash flows, where these cash flows only constitute principal and interest, are measured at amortised cost. Adjustments for any expected credit losses that are recognised are made for the recognised value of these assets. The interest income from these is recognised using the effective interest method and is included in financial income. The Group’s financial assets measured at amortised cost are comprised of accounts receivable, cash and cash equivalents, other current receivables, other non-current receivables and deposits.
- Financial liabilities measured at amortised cost
The Group’s financial liabilities are classified as valued at amortised cost. The financial liabilities comprise liabilities to credit institutions, accounts payable, convertible loans and other current liabilities.
Offsetting and derecognition
Financial assets and liabilities are offset and recognised as net amounts in the Statement of Financial Position only when there is a legally enforceable right to offset the amounts and there is an intention to settle the items as a net amount or to realise the asset and settle the liability simultaneously. A financial asset is derecognised from the Statement of Financial Position when the contractual rights are realised, expire or the company loses control over them. The same applies to parts of financial assets and financial liabilities. A financial liability is derecognised from the Statement of Financial Position when the contractual obligation is fulfilled or otherwise extinguished.
Impairment of financial assets
The Group’s impairment model is based on expected credit losses, and takes prospective information into account. A loss provision is made when there is exposure to credit risk, usually at initial recognition of an asset or receivable. A loss provision is recognised in the simplified model for the remaining maturity period of the receivable or asset. The simplified model is applied for accounts receivable and contract assets and based on historical customer bad debts combined with prospective factors. Other receivables and assets are impaired based on the likelihood of insolvency. For the credit-impaired assets and receivables, an individual assessment is conducted where consideration is taken of historical, current and prospective information. The valuation of expected credit losses takes into account any collateral and other credit enhancement in the form of guarantees.
78Contents
1 Financial Statements, Notes
Note G5
NOTE G5 Revenue recognition
Income from
services
| Sales of goods Leasing | Total |
|---|
Segment
Jan-Dec
Jan-Dec
Jan-Dec
Jan-Dec
Jan-Dec
Jan-Dec
Jan-Dec
Jan-Dec
Contracting 242,996272,928 4 51 - -243,000272,979
Transport 347,785290,021 - 2,429 11,901 8,888359,686301,339
Technology 48,010 41,724 16,723 19,139 115 -64,84760,864
Group-wide 41 116 - - - - 41 116
Total 638,832604,790 16,72721,620 12,016 8,888667,574635,298
The Group’s customers are private and public sector operators in the railway industry and vary according to the area of operation. The Group’s customers are largely repeat customers based on long-term relationships. The majority of the Group’s income derives from the segments
Contracting and Transport.
The five largest customers of the Group account for a large proportion of the Group’s income,
Sek 519,575,000 (483,114,000).
Outstanding non-current contracting agreements
The combined amount of the transaction price allocated to non-current contracting agreements that are unfulfilled or partially unfulfilled at 31 December 2025 is SEK 1,400,525,000 (1,402,238,000). The largest and longest of these agreements relates to Kaunis Iron AB, for the transport of iron ore concentrate, and stretches until 2031. The agreement includes the option for the customer to cancel the agreement with a notice period of three months, upon payment of a break fee. In 2024, Railcare also entered into an agreement with LKAB for the transportation of raw material. The contract runs for the period 2025–2029, with an option for the customer to extend for a further three years. The contract includes a provision allowing the customer to reduce the scope of the agreement with prior notice, as well as a mutual option to terminate the agreement no earlier than after three years. Railcare considers it unlikely that the agreement will be cancelled before the end of the term, and has assumed that the agreement is completed in the following table. The assumptions are tested annually. During 2025, a new contract was entered into with the Swedish Transport Administration regarding snow clearance at selected locations in Sweden. The contract runs for the period 2025–2029, with an option of 1 + 1 years. Railcare also has contracts with the Swedish Transport Administration for snow clearance locomotives on standby at ten locations in Sweden. A number of these assignments commenced during 2025 and will conclude in 2029 and 2030. These contracts also include options for extension of 1 + 1 years. No options have been included in the calculation below.
Expected income
related to contracting
| agreements | 2025 2026 2027 20282029-2031 Total |
|---|
As of 31 December 2025 - 328,552 328,552 284,170 459,4511,400,725
As of 31 December 2024 267,445 268,097 223,892 223,892 418,9121,402,238 All other contracting agreements have an original expected maturity of no more than one year or are invoiced based on time spent. In accordance with the rules in IFRS 15, information has not been provided regarding the transaction price for these unfulfilled commitments.
Lease agreements
Lease income from operating leases for 2025 amounted to SEK 9,096,000 (7,343,000) and is recognised under the heading Staffing and lease income above, together with income from the leasing of personnel that falls within the scope of IFRS 15. Future total minimum lease fees for interminable operating leases are as follows: 31 Dec 2025 31 Dec 2024
| Within 1 year | 8,035 | 6,731 |
|---|---|---|
| Between 1 and 5 years | 32,141 | - |
| More than 5 years | - | - |
| Total | 40,176 | 6,731 |
The largest lease agreement in which the Group acts as lessor relates to two locomotives of the Vossloh Euro4000 T68 model. The agreement was renewed during 2025 and now runs until 2030. However, the contract includes a clause that allows the lessee, during the first year, to terminate the agreement early with six months’ notice and a redemption amount. The Group considers it probable that the lessee will fulfil the entire contract term and has therefore included the full lease term in the table above.
79Contents
1 Financial Statements, Notes
Note G5
Assets and liabilities relating to contracts with customers The Group recognises the following assets and liabilities relating to contracts with customers:
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Contract assets | 13,991 | 15,009 |
Contract liabilities
| - Advances from customers | -23,438 | -3,130 |
|---|---|---|
| - Prepaid income (Note G25) | -23,579 | -6,535 |
| Contract liabilities | -47,017 | -9,665 |
Revenue recognised in 2025 that was included in contract liabilities in 2024 amounts to SEK 9,152,000. The majority of contract liabilities at year-end 2025 are expected to be recognised as revenue during 2025. Contract assets, i.e. Group income generated but not invoiced, mainly refers to major installations or upgrades of locomotives with set payment schedules. These assets are then reclassified as accounts receivable when the invoice is raised.
Accounting Principles
Revenue from contracts with customers and lease income The Group’s revenue is mainly comprised of sales of services, sales of machines and spare parts (goods), and lease income. Railcare applies IFRS 15 Revenue from Contracts with Customers, except for revenue arising from the leasing of locomotives and wagons, for which IFRS 16 Leases is applied instead.
Sales of services
Sales of services consists of contracting agreements involving machinery and personnel on railways within Sweden and abroad, culvert renovations, specialist transport and workshop services for repairs and upgrades of locomotives and wagons. Contracting agreements involving machinery and personnel on railways are deemed to consist of a performance obligation since the machinery is manned by Railcare’s personnel. If the agreements contain several performance obligations, the transaction price is allocated to each separate performance obligation based on their standalone selling prices. For service assignments where the transaction price is comprised of a fixed amount, transport assignments and locomotive upgrades, the income is recognised over time based on the degree of completion. The Group’s income from most of the service assignments, such as contracting assignments involving machines and personnel, is earned on a cost-plus basis, based on the price per hour or shift. Railcare applies the practical exemption of recognising such income at the amount the Group is entitled to invoice, as this corresponds to the value to the customer of the Group’s performance that has been achieved by that date. Customers are invoiced monthly.
Sales of machines and spare parts
Sales of machines and spare parts comprise machinery produced in-house, spare parts for export and spare parts for locomotives and wagons via Railcare’s workshops. Every separate product in the order is considered to constitute a separate performance obligation. In connection with the sale of machines and spare parts, there is a right to payment for the performance completed to date. The sale is recognised as income over time. Payment is generally received 30-60 days after control of the goods has been transferred. In some contracts, there are short-term advances before the goods are delivered.
Staffing and lease income
The Group provides staffing services to a limited extent, primarily in the form of locomotive drivers. The contracts are cost-plus contracts based on the price per hour or shift. The income is recognised to the extent that Railcare has a right to invoice. The Group also leases out locomotives and wagons, for which income is recognised according to IFRS 16, Leases. The Group’s lease income relates to non-cancellable operating lease agreements. The leasing term amounts to 3 to 5 years.
80Contents
1 Financial Statements, Notes
Note G6
NOTE G6 Segment reporting
Income
Starting from 2025, there has been a change in segment reporting. Contracting Sweden and Contracting Abroad are reported together under the 'Contracting' segment. Transport Scandinavia is reported under the 'Transport' segment. The locomotive workshop in Långsele, previously reported under the Transport segment, is reported under the 'Technology' segment (previously Machines and Technology). Comparative figures have been restated.
| Jan-Dec 2025 | Jan-Dec 2024 |
|---|
Income from
external customers
Sales
between segments
Segment
income
Income from
external customers
Sales
between segments
Segment
income
Contracting 243,000 5,350 248,350 272,979 5,511 278,490
Transport 359,686 20,306 379,992 301,339 19,936 321,275
Technology 64,847 56,185 121,032 60,864 66,258 127,121
| Group-wide | 41 62,476 62,517 116 51,207 51,323 |
|---|---|
| Total | 667,574 144,318 811,892 635,298 142,913 778,210 |
Sales between segments are conducted on market terms. Income from external customers in segment reporting to Group Management is valued in line with the Consolidated Statement of
Comprehensive Income.
Accounting policies and descriptions of the various types of revenue, as well as their distribution by segment, are presented in Note G5 Revenue Recognition.
Profit/loss
| Operating profit/loss (EBIT) | Jan-Dec 2025 | Jan-Dec 2024 |
|---|---|---|
| Contracting | 6,244 | 21,304 |
| Transport | 55,025 | 41,798 |
| Technology | 6,554 | 2,154 |
| Group-wide | -185 | 1,023 |
| Total | 67,638 | 66,279 |
Operating profit (EBIT) for the Group’s operating segments is reconciled with Group profit before tax as follows:
| Jan-Dec 2025 | Jan-Dec 2024 |
|---|
The segments’ operating profit
(Ebit)
Share of profit after tax from associated companies reported according to the equity method
| Net financial income/expense | -15,298 | -25,644 |
|---|---|---|
| Profit/loss before tax | 52,336 | 40,775 |
In the results of each operating segment, depreciation and amortization, interest income, and interest expenses are allocated as follows:
Amortisation Interest income Interest expenses
Segment Jan-Dec 2025Jan-Dec 2024Jan-Dec 2025Jan-Dec 2024Jan-Dec 2025Jan-Dec 2024
Contracting -18,845 -17,733 31 54 -6,100 -6,680
Transport -103,707 -73,879 - 5 -8,499 -17,328
Technology -9,943 -10,584 9 5 -1,021 -1,393
Group-wide -4,931 -4,207 800 179 -493 -535
-137,426 -106,402 841 243 -16,113 -25,937
Other disclosures
Income from external customers by country, based on customer location:
| Jan-Dec 2025 | Jan-Dec 2024 | |
|---|---|---|
| Sweden | 535,538 | 486,528 |
| Norway | 113,032 | 115,119 |
| UK | 10,075 | 24,963 |
| Other | 8,929 | 8,687 |
| Total | 667,574 | 635,298 |
81Contents
1 Financial Statements, Notes
Note G6
Non-current assets, other than financial instruments, are distributed by country as follows:
| Jan-Dec 2025 | Jan-Dec 2024 | |
|---|---|---|
| Sweden | 899,721 | 838,298 |
| UK | - | 609 |
| Total | 899,721 | 838,908 |
Accounting Principles
Operating segments are reported in a manner consistent with the internal reporting provided to the highest executive decision-making body. Railcare’s Group Management is the highest executive decision-making body in the Railcare Group and evaluates the Group’s financial position and earnings and makes strategic decisions. The company has determined the operating segments based on the data processed by Group Management and used as a basis for allocating resources and evaluating results of operations. Group Management assesses the operations based on the three operating segments: Contracting, Transport and Technology. Group Management primarily uses operating profit (EBIT) in evaluating segment performance.
82Contents
1 Financial Statements, Notes
Note G7-G9
NOTE G7 Other operating income
Jan-Dec 2025 Jan-Dec 2024
| Profit from sales of machinery/equipment | 144 | 37 |
|---|---|---|
| Exchange rate gains | 907 | 1,817 |
| Environmental compensation | 5,921 | 4,132 |
| Other income | 1,249 | 767 |
| Total | 8,220 | 6,753 |
NOTE G8 Other operating expenses
Jan-Dec 2025 Jan-Dec 2024
| Loss from divestment of machinery/equipment | -1,425 | -2 |
|---|---|---|
| Foreign exchange losses | -2,487 | -1,959 |
| Total | -3,913 | -1,961 |
NOTE G9 Remuneration to employees, etc.
Salaries, other remuneration and
| social security expenses | Jan-Dec 2025 Jan-Dec 2024 | |
|---|---|---|
| Salaries and other remuneration | 150,603 | 137,306 |
| of which, CEO and other senior executives | 13,365 | 9,018 |
| Pension expenses – defined-contribution plans | 16,554 | 14,734 |
| of which, CEO and other senior executives | 2,240 | 1,206 |
| Other social security contributions | 50,187 | 42,860 |
| of which, CEO and other senior executives | 3,934 | 2,002 |
Gender distribution in the Group for Board members and other senior executives The Board of Directors of the Parent Company comprises six members, three of whom are women. At the end of the financial year, Group Management comprised eight people (four), two of which are women (one). The subsidiaries’ Boards consist of three people, of whom none (one) is a woman.
Remunerations to senior executives
Senior executives refers to Group Management, which is described in more detail in the Corporate Governance Report. Jonny Granlund is engaged on a consulting basis. More information
| about transactions with related parties can be found in Note G27 | . |
|---|
Only fixed remuneration is provided to employed senior executives and the breakdown of this is presented below. Compilation of remuneration and other benefits during 2025
Fixed salary
Other
benefits
Consulting
fee
Total salaries
and remuneration
| President and CEO | 2,145 116 - 2,261 |
|---|---|
| Other senior executives (7) | 7,316 315 2,520 10,151 |
| Group total | 9,462 431 2,520 12,413 |
Compilation of remuneration and other benefits during 2024
Fixed salary
Other
benefits
Consulting
fee
Total salaries
and remuneration
| President and CEO | 2,102 117 - 2,220 |
|---|---|
| Other senior executives (3) | 2,233 192 2,328 4,754 |
| Group total | 4,336 310 2,328 6,973 |
Other benefits refer to a company car.
83Contents
1 Financial Statements, Notes
Note G9
Fees to Board members in the Parent Company
| Jan-Dec 2025 | Jan-Dec 2024 |
|---|
Board
fee
Consulting
fee Total
Board
fee
Consulting
fee Total
Anders Westermark (Chair) 277 - 277 244 - 244
| Andreas Lanttoo | 119 - 119 110 - 110 |
|---|---|
| Björn Östlund | 171 - 171 160 - 160 |
Catharina Elmsäter Svärd 119 - 119 110 - 110
| Linn Andersson | 119 - 119 110 - 110 |
|---|---|
| Maria Kröger | 185 - 185 102 - 102 |
| Ulf Marklund | - - - - 1,210 1,210 |
| Total | 989 - 989 835 1,210 2,045 |
Summary of Guidelines (adopted at the 2025 Annual General Meeting)
Fees are payable to the Chair of the Board and Board members according to the General Meeting’s resolution: three income base amounts to the Chair of the Board and one and a half income base amounts to each of the other Board members. The Chair of the Audit Committee receives an additional fee corresponding to one income base amount, while the other members of the Audit Committee each receive an additional half income base amount. For Board members who receive salary in the form of employment in a Group company, no Board fees are paid. The General Meeting decided on the guidelines regarding remuneration of management. The guidelines for remuneration and other terms of employment essentially entail that the company shall offer its senior executives market-based remuneration, with the criteria accordingly being the responsibilities, role, skills and position of the senior executive. The guidelines also apply to Board members to the extent that they receive remuneration for services performed for the Group in addition to their board assignments. Senior executives may be offered variable salary at any time. There shall be a cap on variable salary. To avoid unsound risk-taking, there shall be a fundamental balance between fixed and variable salary. The fixed salaries shall make up a sufficiently large portion of the senior executives’ total remuneration to make it possible to reduce the variable portion to zero. The basic principle is that the variable salary component per year shall amount to a maximum of 20 percent of the fixed annual salary. Senior executives are entitled to market-based pension solutions in relation to the situation in the country in which the senior executives permanently reside. All pension commitments shall be defined contribution. Variable salary shall, as a general rule, be pensionable salary. Other benefits, such as a company car, extra healthcare insurance or occupational health services, shall be limited in value in relation to other remuneration and be able to be provided insofar as this is deemed to be market based for senior executives in equivalent positions in the current labour market. A mutual notice period of 12 months applies between the company and the CEO. In the event of termination by the company, severance pay shall be payable at an amount corresponding to a maximum of 12 months’ fixed salary for the CEO. A mutual notice period of six months applies between the company and other senior executives.
Defined-contribution pension
The Group only has defined-contribution pension plans. The pension expense refers to the cost affecting the profit for the year. The pensionable age for the CEO is 65. The pension premium is to amount to 35 percent of the pensionable salary. Pensionable salary refers to the fixed monthly salary adjusted upwards by a factor of 12.2. For other senior executives, the pensionable age is 65 and the pension premium is determined from a premium ladder depending on age. For salaries up to 7.5 price base amounts, the pension premium shall amount to 5.5–6.5 percent of pensionable salary, and for salaries between 7.5 and 30 price base amounts, the pension premium shall amount to 20–30 percent of pensionable salary, as well as an additional enhanced occupational pension of 5 percent on the entire pensionable salary. Railcare has made a pension commitment to the CEO and a previous senior executive, and in connection with this has taken out endowment insurance plans as security for their pensions. The pension promise means that the individuals will receive the entire value of the endowment insurance. As the levels of remuneration are not guaranteed, the Group’s net obligation is zero. These endowment insurance plans are viewed as plan assets and offset against the obligation. The total liability linked to the endowment insurance taken out by the Group amounted to SEK 1,026,000 (862,000) on the reporting date.
Severance pay
A mutual notice period of 12 months applies between the company and the CEO. On termination by the company, severance pay is disbursed amounting to 12 months’ salary. No deduction shall be made in the severance pay for other income. On the resignation of the CEO, no severance pay is disbursed. A mutual notice period of six months applies between the company and other senior executives.
84Contents
1 Financial Statements, Notes
Note G9-G10
Accounting Principles
Current remuneration
Liabilities for salaries and benefits, including non-monetary benefits and paid leave, which are expected to be settled within 12 months of the end of the financial year, are recognised as current liabilities at the undiscounted amount expected to be paid when the liabilities are settled. The expense is recognised as the services are rendered by the employees. The liability is recognised as an obligation for employee benefits in the Statement of Financial Position.
Post-employment benefits
The Group only has defined-contribution pension plans. The contributions are recognised as a cost in profit or loss for the period at the rate they are earned by employees providing services to the company in the period.
NOTE G10 Auditor’s remuneration
Jan-Dec 2025 Jan-Dec 2024
Ernst & Young
| – Audit assignment | 1,104 | 1,060 |
|---|---|---|
| – Other services | - | 74 |
| Total | 1,104 | 1,134 |
Burrows Scarborough
| – Audit assignment | 107 | 116 |
|---|---|---|
| – Other services | - | 13 |
| Total | 107 | 129 |
| Total | 1,211 | 1,263 |
85Contents
1 Financial Statements, Notes
Note G11
NOTE G11 LEASING – THE GROUPS AS LESSEE
In the statement of financial position, the following amounts are presented relating to leases:
Right-of-use assets
Balance as of 31
Dec 2025
Of which rightof-use assets
Balance as of 31
Dec 2024
Of which rightof-use assets
| Buildings and land | 45,879 15,515 39,681 16,262 |
|---|---|
| Locomotives and wagons | 492,692 404,952 457,802 357,990 |
| Mobile machinery | 312,736 875 184,811 1,309 |
| Vehicles | 7,833 7,215 8,631 8,333 |
Equipment, tools, fixtures and
| fittings | 4,379 - 6,153 - | |
|---|---|---|
| Total | 863,519 428,557 697,077 383,894 | |
| Lease liabilities | 31 Dec 2025 | 31 Dec 2024 |
| Non-current | 308,389 | 295,857 |
| Current | 120,755 | 92,190 |
| Total | 429,144 | 388,047 |
In the statement of comprehensive income, the following amounts are presented relating to leases:
Jan-Dec 2025Jan-Dec 2024
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets
| Depreciation of buildings and land | 8,468 8,203 |
|---|---|
| Depreciation of locomotives and wagons | 89,205 61,306 |
| Depreciation of mobile machinery | 434 184 |
| Depreciation of vehicles | 4,898 3,582 |
| Total | 103,006 73,275 |
Jan-Dec 2025Jan-Dec 2024
Other external costs
| Expenses attributable to short-term leases | 3,703 7,704 |
|---|
Expenses attributable to leases for which the underlying asset is of low value, and which are not short-term leases
Financial expenses
| Interest expenses | 14,485 11,637 |
|---|---|
| Exchange rate adjustments | -6,660 4,569 |
The total cash outflow for leases in 2025 amounted to SEK 116,836,000 (93,479,000). For information on the leasing terms, refer to the table in Note G3 (c)
86Contents
1 Financial Statements, Notes
Note G11
Accounting Principles
The Group’s accounting principles for lease agreements in which the Group is the lessee are presented below. Accounting principles for lease agreements where the Group is the lessor are presented in Note
G5 Revenue Recognition.
Railcare Group’s leases predominantly involve premises, locomotives and wagons. Leases are normally signed for fixed periods of one to eight years, although extension options are available, as described below. The terms are negotiated separately for each contract and include a large number of different contract terms. From the date on which the leased assets are placed at the disposal of the Group leases are reported as right-of-use assets with corresponding liabilities. The right-of-use asset is depreciated on a straight line basis across the useful life of the asset or the length of the lease, whichever is shorter. The lease liabilities include the present value of the following lease payments: • fixed fees, less any benefits • variable lease fees determined by an index, interest rate or price and amounts expected to be paid by the lessee according to residual value guarantees Variable lease fees that are not determined by a price or interest rate are expensed. Lease payments are discounted at the incremental borrowing rate. Right-of-use assets are valued at cost and include the following: • the initial valuation of the lease liability, • payments made at or before the time at which the lease assets were made available to the lessee Variable lease fees that are not determined by a price or interest rate are expensed. Lease payments are discounted at the incremental borrowing rate. Right-of-use assets are valued at cost and include the following: • the initial valuation of the lease liability, • payments made at or before the time at which the lease assets were made available to the lessee
Low value
In accordance with the standard, Railcare has elected to exclude low-value leases, setting the threshold at SEK 75,000. A policy decision has also been made to exclude certain types of assets where the agreements concern individual items that are generally of low value and which, collectively, would not represent a material value to be recognised as right-of-use assets. This applies, for example, to coffee machines, printers, copiers, and similar equipment.
Options to extend or terminate agreements
Options to extend or terminate agreements are included in the asset and the liability where it is reasonably certain that they will be exercised. Extension options are taken into account based on a model for agreement extensions based on the probability that the agreement will be extended. Agreements are divided into categories based on how business-critical the agreement is, and are evaluated at different threshold amounts in relation to the residual term of the agreement. Extension options are mainly included in agreements associated with premises.
Accounting in subsequent periods
The lease liability is revalued if there are changes to the lease agreement or if there are changes in cash flow based on the original terms of the contract. Changes in cash flow based on original contract terms occur when: • the Group changes its initial assessment of whether options for extension and/or termination will be exercised, • there are changes in previous assessments if a call option is to be exercised, • lease fees change due to changes in indexes or interest rates. The right-of-use asset is valued at cost after the commencement date after deduction of accumulated depreciation and any accumulated impairment, taking into account adjustments for any revaluation of the lease liability. Depreciation on right-of-use assets takes place during the asset’s useful life if it is reasonably certain that a call option will be exercised, or when events or changes in conditions indicate that the carrying amount of an asset cannot be recovered. If this is not the case, the lessee shall depreciate the right of use asset from the commencement date up until the earlier of the end of the asset’s useful life and the end of the lease period.
Judgements And Assumptions
Judgements
Climate-related risks
Assessments related to climate-related risks are primarily associated with property, plant and equipment and are described in Note G15 Property, Plant and Equipment, but may also affect the corresponding category of right-of-use assets in cases where there is a need for impairment of property, plant and equipment or intangible assets, including goodwill.
Estimates and assumptions
Lease length
When the lease’s length is determined, all available information is taken into account that provides a financial incentive to use an extension option, or to not use an option to terminate an agreement. Extension options are mainly included in agreements associated with premises and, in certain agreements regarding locomotives. The factors that are most material in determining the length of the lease are how important the asset is to the Group’s ability to conducts its operations, and the expenses and operational disruptions that would be caused by replacing the leased asset.
87Contents
1 Financial Statements, Notes
Note G12
NOTE G12 Financial income and expenses
Jan-Dec 2025 Jan-Dec 2024
| Interest income | 841 | 243 |
|---|---|---|
| Exchange rate gains | -25 | 50 |
| Total financial income | 815 | 293 |
Interest expenses on:
| - liabilities to credit institutions | -7,895 | -9,580 |
|---|---|---|
| - lease liabilities | -14,505 | -11,672 |
| Exchange rate effect on lease liability | 6,660 | -4,569 |
| Exchange rate effect, non-current receivables | -85 | |
| Other financial expenses | -288 | -115 |
| Total financial expenses | -16,113 | -25,937 |
| Net financial income/expense | -15,298 | -25,644 |
The above items pertain to assets and liabilities measured at amortised cost according to IFRS 9 except lease liabilities that are measured in accordance with IFRS 16.
88Contents
1 Financial Statements, Notes
Note G13
NOTE G13 Income tax
Jan-Dec 2025 Jan-Dec 2024
Current tax:
| Current tax on net profit/loss for the year | -18,130 -8,410 |
|---|---|
| Total current tax | -18,130 -8,410 |
Deferred tax
| Occurrence and reversal of temporary differences | 5,601 -1,980 |
|---|---|
| Total deferred tax | 5,601 -1,980 |
| Total income tax | -12,530 -10,390 |
The income tax on pre-tax profit differs from the theoretical amount that would have been produced from applying the tax rate in Sweden to profit at the consolidated companies as described below:
Jan-Dec 2025 Jan-Dec 2024
| Profit/loss before tax | 52,336 40,775 |
|---|
Income tax calculated in accordance with tax rate in Sweden,
| Non-deductible expenses | -437 | -605 |
|---|---|---|
| Non-taxable income | 4 | 6 |
| Profit share from associated companies | - | 29 |
Effect of loss carry-forwards for which no deferred tax assets
| are recognised | -1,595 -1,448 | |
|---|---|---|
| Adjustment related to previous years | 336 | 23 |
| Other | -57 | 5 |
| Tax expense | -12,530 -10,390 |
The weighted average tax rate for the Group was 23.9 percent (25.5).
Deferred tax assets (net)
Carrying amounts pertain to temporary differences attributable to: 31 Dec 2025 31 Dec 2024
| Lease liability | 88,408 | 80,014 |
|---|---|---|
| Internal gains in non-current assets | 33 | 56 |
| Endowment insurance for future pensions | 251 | 208 |
| Amounts offset against deferred tax liabilities according to the offset rules | -88,693 | -80,273 |
| Net deferred tax assets | 0 | 5 |
Deferred tax liabilities (net)
Carrying amounts pertain to temporary differences attributable to: 31 Dec 2025 31 Dec 2024
| Right-of-use assets | 86,236 | 77,993 |
|---|---|---|
| Untaxed reserves | 58,133 | 63,530 |
Amounts offset against deferred tax assets according
| to the offset rules | -88,693 | -80,273 |
|---|---|---|
| Net deferred tax liabilities | 55,676 | 61,250 |
89Contents
1 Financial Statements, Notes
Note G13
The gross change regarding deferred taxes is as follows:
Deferred tax assets Deferred tax liabilities
Deferred tax
assets
and liabilities Leases
Internal gains
in non-current assets
Endowment
insurance for pensions Leases
Untaxed
reserves Total
As of 1 January
| 2024 | -62,322 -80 -158 62,209 59,617 59,266 |
|---|
Recognised in
statement of comprehensive
| income | -17,692 24 -50 15,784 3,913 1,979 |
|---|
As of 31 December 2024
Recognised in
statement of comprehensive
| income | -8,394 23 -43 8,243 -5,428 -5,600 |
|---|---|
| Recognised directly in equity | 31 31 |
As of 31 December 2025
Accounting Principles
Tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except when tax relates to items that are recognised in other comprehensive income or directly in equity. In such cases, tax is also recognised in other comprehensive income or equity. Current tax is calculated on the period’s taxable profit according to the applicable tax rate. The current tax expense is calculated on the basis of the tax laws enacted or substantively enacted as of the reporting date in the countries where the Parent Company and its subsidiaries operate and generate taxable income. Deferred tax is recognised in accordance with the Balance Sheet method on all temporary differences arising between the tax value of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax assets and deferred tax liabilities are valued in the Statement of Financial Position at nominal amounts and are calculated by applying tax rates (and laws) that have been enacted or announced by the reporting date. Deferred tax assets are recognised to the extent that it is probable that future tax surpluses will be available, against which the temporary differences can be utilised. This is assessed based on the Group's forecast of future operating profit, adjusted for significant non-taxable income and expenses as well as specific restrictions on the utilisation of unused tax losses or tax credits. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority and where there is an intention to settle balances by net payments.
90Contents
1 Financial Statements, Notes
Note G14
NOTE G14 Intangible assets
Cost
Capitalised
development costsPatentsGoodwill
Transportation
licences Total
As of 1 January 2024
| Cost | 6,085 1,094 9,626 3,413 20,218 |
|---|
Accumulated amortisation and impairment-4,110 -971 -3,326 -1,613-10,020
| Carrying amount | 1,974 124 6,300 1,800 10,198 |
|---|
Financial year 2024
Purchases/capitalised expenses for the year5,443 - - 335 5,778
| Amortisation | -170 -53 - -318 -541 |
|---|---|
| Closing carrying amount | 7,247 71 6,300 1,816 15,434 |
As of 31 December 2024
| Cost | 11,527 1,094 9,626 2,380 24,628 |
|---|
Accumulated amortisation and impairment-4,280 -1,024 -3,326 -563 -9,193
| Carrying amount | 7,247 71 6,300 1,816 15,434 |
|---|
Financial year 2025
Purchases/capitalised expenses for the year1,433 - - 163 1,596
| Disposals and scrappings | -3,992 -19 - - -4,010 |
|---|---|
| Amortisation | -232 -46 - -395 -672 |
| Closing carrying amount | 4,457 6 6,300 1,585 12,348 |
As of 31 December 2025
| Cost | 8,969 697 9,626 2,543 21,835 |
|---|
Accumulated amortisation and impairment-4,512 -691 -3,326 -958 -9,487
| Carrying amount | 4,457 6 6,300 1,585 12,348 |
|---|
Impairment testing of goodwill
Goodwill has an indefinite useful life. This means that no annual amortisation is carried out. Instead, impairment testing is carried out annually or when indicated that an impairment test is needed. The following is a compilation of goodwill broken down by each cash-generating unit affected by the acquisitions:
| Goodwill | 31 Dec 2025 31 Dec 2024 | |
|---|---|---|
| Transport | 2,546 | 2,546 |
| Technology | 3,754 | 3,754 |
| Total | 6,300 | 6,300 |
The recoverable amount for goodwill, which has an indefinite useful life, has been determined by calculating the value in use. These calculations are based on estimated future cash flows after tax based on financial budgets that cover a three-year period. Cash flows beyond the threeyear period are extrapolated using an estimated rate of growth as explained below. The growth rate does not exceed the long-term growth rate for the market where the Group operates. The foremost assumptions, besides those below, pertain to volume growth, margins and investment requirements. The calculation is based on management’s experience. Significant assumptions in the calculation: long-term growth rate 2 percent (2), discount rate 7 percent (7). In the calculation, the same assumptions were made for all of the cash-generating units. Impairment testing of goodwill shows that no impairment need exists. Sensitivity analyses of the calculation of the value in use in connection with the impairment assessment were carried out where the sales growth was reduced by 2 percentage points in the forecast period, the operating margin was reduced by 2 percentage points, the discount rate was raised by 2 percentage points and long-term growth was reduced by 2 percentage points. The sensitivity analyses showed that none of the adjustments individually generate an impairment requirement for any of the cash-generating units.
91Contents
1 Financial Statements, Notes
Note G14
Accounting Principles
Goodwill
Goodwill arises in the acquisition of subsidiaries and pertains to the amount by which the purchase consideration exceeds the fair value of identifiable acquired net assets. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the acquirer’s cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the combination. There are four cash-generating units which are equal to the operating segments. Each unit or group of units to which goodwill has been allocated corresponds to the lowest level in the Group at which the goodwill in question is monitored for internal management. Goodwill is monitored at operating segment level. Goodwill is tested for impairment annually or more often if events or changes in circumstances indicate a possible decrease in value. The carrying amount of the cash-generating unit to which the goodwill has been attributed is compared with the recoverable amount, which is the higher of the value in use and fair value less selling expenses. Any impairment is recognised immediately as an expense and is not reversed.
Capitalised development costs
Development expenses are recognised as intangible assets when certain given criteria are met, e.g. that it is technically possible, and the Company’s intention, to complete them so that they can be used or sold, and it can be demonstrated how they generate probable future economic benefits. Directly attributable expenses that are capitalised as part of development work include costs for employees and external consultants. Other development expenses that do not fulfil the given criteria are expensed when they arise. Capitalised development expenses are recognised as intangible assets and amortised from the time that the asset is ready to be used.
Useful lives for the Group’s intangible assets
All of the Group’s intangible assets are deemed to have determinable useful lives, and are depreciated on a straight-line basis over their respective expected useful lives, which are between 5 and 8 years. Impairment of non-financial assets – common policy for intangible assets and property, plant and equipment To ensure that there is no need for impairment, an impairment test is performed on the reporting date and as indicated for each cash-generating unit. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less selling expenses and its value in use. When assessing impairment requirements, assets are grouped at the lowest level at which there are essentially independent cash flows (cash-generating units). Assets that have previously been impaired are tested on each reporting date for possible reversal.
Judgements And Assumptions
Judgements
Climate-related risks
Assessments related to climate-related risks are primarily associated with property, plant and equipment and right-of-use assets, and are described in Note G15 Property, Plant and Equipment, but may also affect goodwill, and to a lesser extent other intangible assets, in cases where there is an impairment requirement for property, plant and equipment or right-of-use assets.
Estimates and assumptions
Goodwill
Goodwill has an indefinite useful life. This means that no annual amortisation is carried out; annual impairment testing is carried out instead. The recoverable amount for goodwill has been determined based on value-in-use calculations, which are derived from estimated future cash flows based on financial budgets. Cash flows beyond the budget period are extrapolated using an estimated rate of growth. The foremost assumptions, besides future cash flows, pertain to volume growth, margins and investment requirements. The calculation is based on management’s experience. A more detailed description and a sensitivity analysis are provided above under the heading “Impairment Testing of Goodwill.”
92Contents
1 Financial Statements, Notes
Note G15
NOTE G15 Property, plant and equipment
Buildings and land
Locomotives and
wagons Mobile machinery Vehicles Equipment, tools, fixtures and fittings
Construction in progress and advances for
property, plant and equipment Total
As of 1 January 2024
| Cost | 77,158 552,101 332,667 | 9,645 11,203 | 84,555 1,067,329 | |
|---|---|---|---|---|
| Accumulated depreciation | -43,168 -171,013 -129,926 -4,315 -6,056 | - -354,478 | ||
| Carrying amount | 33,990 381,088 202,741 | 5,329 | 5,147 | 84,555 712,851 |
Financial year 2024
| Exchange rate differences | 30 | - | - | 16 | - | - | 46 |
|---|
Purchases/capitalised expenses for the
year
| 16,246 147,353 2,534 | 7,016 2,018 | 40,556 215,723 | ||||
|---|---|---|---|---|---|---|
| Reclassifications | -339 | 2,475 -1,472 | - | 339 | 271 | 1,274 |
| Disposals and scrappings | -1,459 | - | - | -115 | - | - -1,574 |
| Depreciation | -8,787 -73,115 -18,993 -3,615 -1,351 | - -105,861 | ||||
| Closing carrying amount | 39,681 457,802 184,811 8,631 | 6,153 | 125,382 822,459 |
As of 31 December 2024
| Cost | 86,470 701,929 331,611 14,249 13,612 | 125,382 1,273,253 | |
|---|---|---|---|
| Accumulated depreciation | -46,789 -244,127 -146,801 -5,618 -7,458 | - -450,794 | |
| Carrying amount | 39,681 457,802 184,811 8,631 | 6,153 | 125,382 822,459 |
Financial year 2025
| Exchange rate differences | -9 | - | - | -37 | - | - | -46 |
|---|
Purchases/capitalised expenses for the
year
| 16,054 136,167 2,723 4,520 | -218 | 34,541 193,786 | ||||
|---|---|---|---|---|---|---|
| Reclassifications | 57 | - 144,257 | - | - | -135,827 8,487 | |
| Disposals and scrappings | -69 | - | - | -247 | -3 | -1,251 -1,570 |
| Depreciation | -9,836 -101,276 -19,054 -5,034 -1,553 | - -136,753 | ||||
| Closing carrying amount | 45,879 492,692 312,736 | 7,833 4,379 | 22,844 886,363 |
93Contents
1 Financial Statements, Notes
Note G15
Buildings and land
Locomotives and
wagons Mobile machinery Vehicles Equipment, tools, fixtures and fittings
Construction in progress and advances for
property, plant and equipment Total
As of 31 December 2025
| Cost | 92,463 838,096 473,362 16,684 13,996 | 22,844 1,457,444 | |
|---|---|---|---|
| Accumulated depreciation | -46,584 -345,404 -160,625 -8,852 -9,617 | - -571,081 | |
| Carrying amount | 45,879 492,692 312,736 | 7,833 4,379 | 22,844 886,363 |
Impairment testing
Property, plant and equipment are recognised at cost less depreciation and any impairment. To ensure that there is no need for impairment, an impairment test is performed on each reporting date, or as indicated, for each respective cash-generating unit. These calculations are based on estimated future cash flows after tax based on financial budgets that cover a three-year period. Cash flows beyond the three-year period are extrapolated using an estimated rate of growth as explained below. The growth rate does not exceed the long-term growth rate for the market where the Group operates. The foremost assumptions, besides those below, pertain to volume growth, margins and investment requirements. The calculation is based on management’s experience and historical data. Significant assumptions in the calculation: long-term growth rate 2 percent (2), discount rate after tax 7 percent (7). In the calculation, the same assumptions were made for all of the cash-generating units and for both years. Impairment testing of property, plant and equipment shows that no impairment need exists. For information on right-of-use assets according to the lease agreements, see Note G11
Accounting Principles
Property, plant and equipment are recognised at cost less depreciation and any impairment. Cost includes expenses directly attributable to the acquisition of the asset and putting it into place and in a condition to be fit for use in accordance with the intention of the acquisition. The Group does not have any qualifying assets for which borrowing costs shall be capitalised, i.e. assets that out of necessity take significant time to complete for the intended use or sale. Subsequent expenses are added to the asset’s cost or recognised as a separate component (component of an asset), as appropriate, when it is probable that the future economic benefits associated with the asset will flow to the Group and that the cost of the asset can be measured reliably. The carrying amount of a replaced part is removed from the Statement of Financial Position. If an asset’s carrying amount exceeds its estimated recoverable amount, the carrying amount is immediately written down to its recoverable amount. Gains and losses on the sale of property, plant and equipment are determined by comparing the sale proceeds and the carrying amount, whereby the difference is recognised in Other operating income or Other operating expenses in the statement of comprehensive income.
94Contents
1 Financial Statements, Notes
Note G15
All other forms of repairs and maintenance are expensed in the Statement of Comprehensive Income in the period in which they occur. Depreciation is applied on a straight-line basis, less the estimated residual value, over the estimated useful life. Useful lives are calculated based on the assets’ or individual components’ assessed remaining useful lives.. Useful lives of material assets and components are as follows:
| Land improvements | 20 years |
|---|
Mobile machinery
| Chassis | 20-40 years |
|---|---|
| Containers | 16-30 years |
| Drive system | 13-20 years |
| Power pack | 20 years |
Locomotives and wagons:
| Chassis | 8-60 years |
|---|---|
| Diesel engines | 8-50 years |
Generators and turbo 4-50 years
| Vehicles | 6 years |
|---|
Equipment, tools, fixtures and fittings5-10 years
Impairment of non-financial assets – common policy for intangible assets and property, plant and equipment The common policies are presented in Note G14 Intangible assets.
Judgements And Assumptions
Useful life
The useful life of the Group’s non-current assets, mainly locomotives and wagons, is assessed based on the assets’ assessed remaining useful lives. Judgements are made regarding which additional expenses are capitalised or expensed. In case of additional expenses, it is evaluated whether the expense regards a new component or replacement of a previous component. When a previous component is replaced, the previous component is scrapped and a new component is recognised as an asset.
Additional expenses
Expenditure on measures that likely entail a financial benefit in the future shall be capitalised if the asset’s cost can be reliably calculated. Future financial benefit arises if a measure leads to the Group being able to obtain larger income or another benefit than would have been received if the measure had not been implemented. Other expenses for maintenance are recognised as expenses in the Statement of Profit or Loss in the period in which they are incurred.
Climate-related risks
Climate-related risks refer to the risks that climate change may entail for the Group’s operations. The Group’s assessment is that it is mainly transition risks that could have a significant impact on future operations, primarily through stricter requirements on reducing greenhouse gases. The Group’s contracting and transport operations use diesel-powered machines to a large extent, which are the company’s largest source of fossil fuel emissions. The Group is working on a long-term strategy to upgrade its fleet of machines and vehicles, and to develop fossil-free machines that also help the Group’s customers in the transition. Climate-related risks are taken into account when assessing the useful life of assets and future investment needs, for example. This has not resulted in any adjustments in the financial year.
95Contents
1 Financial Statements, Notes
Note G16
NOTE G16 Associated companies
On August 23, 2024, Railcare Group AB acquired 40 percent of the shares and voting rights in AC Finance AB, which gives Railcare Group AB significant influence over the company. As a result, the investment has been accounted for as an associated company. AC Finance AB, based in Skellefteå, is a locomotive leasing company.
Investments in associated companies
Jan-Dec 2025 Jan-Dec 2024
| Opening balance | 1,014 | - |
|---|---|---|
| Purchase consideration | - | 874 |
| Profit share from associated companies | -4 | 140 |
| Accounts receivable – net | 1,010 | 1,014 |
Financial information in summary
Jan-Dec 2025 Jan-Dec 2024
| Sales and other income | 25,382 | 3,795 |
|---|---|---|
| Depreciation | -8,496 | - |
| Interest income | 13 | 25 |
| Interest expenses* | -12,055 | -2,824 |
| Income tax | -1,332 | - |
| Profit/loss for the year | 50 | 253 |
| Other comprehensive income | - | - |
| Total comprehensive income | 50 | 253 |
31 Dec 2025 31 Dec 2024
| Non-current assets | 467,239 | 209,527 |
|---|---|---|
| Cash and cash equivalents | 36,539 | 27,307 |
| Other current assets | 2,618 | 16,302 |
| Total assets | 506,396 | 253,136 |
| Non-current financial liabilities* | 426,760 | 182,647 |
| Current financial liabilities | 63,663 | 47,780 |
| Other current liabilities and provisions | 13,376 | 21,499 |
| Total liabilities and provisions | 505,324 | 252,114 |
- Of which with Railcare Group as counterparty
| - Interest expenses | 800 | 179 |
|---|---|---|
| - non-current loans | 20,000 | 20,000 |
The summarised financial information refers to the full (100%) financial statements of AC Finance AB, including any fair value adjustments (where applicable) and in accordance with
Railcare Group AB’s accounting principles.
Accounting Principles
Associated companies are companies in which Railcare Group AB has a significant influence, which generally applies to shareholdings of between 20 percent and 50 percent of the votes. The equity method is used to account for these shareholdings in the Consolidated Financial Statements.
96Contents
1 Financial Statements, Notes
Note G17
NOTE G17 Accounts receivable
31 Dec 2025 31 Dec 2024
| Accounts receivable | 60,233 | 45,196 |
|---|---|---|
| Less: provision for doubtful receivables | -408 | -408 |
| Accounts receivable – net | 59,825 | 44,787 |
The fair value of accounts receivable corresponds to their carrying amounts since the discount effect is not material. At 31 December 2025, satisfactory accounts receivable amounted to SEK 59,825,000 (44,787,000) for the Group. At 31 December 2025, overdue accounts receivable amounted to SEK 12,041,000 (3,978,000). The Group is not assessed to have any impairment need. The overdue receivables relate to a number of customers that have previously not experienced payment difficulties. A majority of the overdue receivables fell due at year-end, and were paid at the beginning of the new year. The Group’s accounting principles for impairment losses and calculations of the provision for doubtful receivables are described in Note G3 (b). For other items included in expected credit losses, an impairment model with three stages is applied. Initially, and on each reporting date, a loss provision is recognised for the next 12 months or for a shorter period depending on the remaining duration (stage 1). The Group’s assets have been deemed to be in stage 1, meaning there has been no material increase in the credit risk. The age analysis of overdue accounts receivable is shown below: 31 Dec 2025 31 Dec 2024
| 1-30 days | 11,935 | 3,514 |
|---|---|---|
| 31-60 days | -143 | 53 |
| >61 days | 249 | 411 |
| Total overdue accounts receivable | 12,041 | 3,978 |
Recognised amounts, per currency, for the Group’s accounts receivable are as follows: 31 Dec 2025 31 Dec 2024
| SEK | 59,033 | 41,682 |
|---|---|---|
| EUR | 806 | 0 |
| GBP | -21 | 2,946 |
| USD | 7 | 160 |
| Total | 59,825 | 44,787 |
Accounting Principles
Accounts receivable are amounts due from customers for goods and services sold in operating activities. If payment is expected within one year or less, they are classified as current assets. Otherwise, they are recognised as non-current assets. Trade receivables are classified under the simplified approach in the category Without credit rating / Trade receivables.
Expected credit losses, simplified method
The Group has elected to apply the simplified approach for recognising expected credit losses on trade receivables. This means that provisions are made for expected credit losses for the remaining duration, which is expected to be less than one year for all receivables. The Group makes provisions for expected credit losses based on historical credit losses and prospective information. The majority of the Group’s customers are a homogeneous group with similar risk profiles, which is why the credit risk is initially assessed collectively for all customers. Any large individual receivables are assessed per counterparty. The Group writes off a receivable against the loss allowance when there is no longer an expectation of obtaining payment and when active measures for obtaining payment have been concluded.
97Contents
1 Financial Statements, Notes
Note G18-G21
NOTE G18 Inventories
During the 2025 financial year, product costs were recognised in the Statement of Profit or Loss under the item “Raw materials and consumables” at an amount of SEK 118,921,000 There are no material differences between the carrying amount and the fair value of the inventory. No part of the inventory was adjusted as a result of increase in the net realisable value. No goods were pledged as security for loans and other obligations.
Accounting Principles
Inventory is recognised, in accordance with the first-in/first-out principle, at the lower of cost and net realisable value. The net realisable value is the estimated selling price in the operating activities less applicable variable selling expenses. Obsolescence in inventory is calculated on an ongoing basis during the year. An attributable share of the inventory value consists of indirect expenses. The cost of work in progress consists of materials, direct wages and other direct expenses. Borrowing costs are not included.
NOTE G19 Other current receivables
31 Dec 2025 31 Dec 2024
| Deduction in taxes and social security contributions 692 | 2,165 | |
|---|---|---|
| Receivables from insurance companies | - | 57 |
| Other receivables | 196 | 193 |
| Total | 888 | 2,415 |
NOTE G20 Prepaid expenses and accrued income
31 Dec 2025 31 Dec 2024
| Accrued income | 4,626 | 3,015 |
|---|---|---|
| Prepaid lease payments | 13,057 | 4,262 |
| Prepaid rent for premises | 1,063 | 937 |
| Prepaid insurance policies | 930 | 856 |
| Other items | 6,258 | 9,585 |
| Total | 25,934 | 18,655 |
NOTE G21 Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position and Cash Flow Statement consist exclusively of bank balances. At present, the Group has assessed that there are no credit losses attributable to cash and cash equivalents. These are classified under the general approach in Stage 1 with a credit rating of
A+.
Accounting Principles
The financial assets covered by provisions for expected credit losses according to the general method are comprised of cash and cash equivalents. Railcare applies a rating-based method combined with other known information and prospective factors for the assessment of expected credit losses. The Group has defined default as when payment of the receivable is 90 days or more late, or if there are other factors that indicate suspension of payments. In cases where the amounts are not deemed to be immaterial, a provision for expected credit losses is also recognised for these financial instruments.
98Contents
1 Financial Statements, Notes
Note G22-G23
NOTE G22 EQUITY
Capital management
The Group’s objective with regard to the capital structure is to safeguard the Group’s ability to continue its operations so it can continue to generate a return for its shareholders and benefits for other stakeholders, and maintain an optimum capital structure in order to keep capital costs down. In order to maintain or adjust the capital structure, the Group can change the dividend paid to shareholders, repay capital to shareholders, issue new shares or sell assets to reduce debt. In the same way as other companies in the industry, the Group assesses the capital on the basis of its equity/assets ratio. This key performance indicator is calculated as equity divided by total assets. The equity/assets ratio was 26.9 percent (27.4) at year-end 2025.
Share capital
The shares entitle the holder to one vote per share. All shares issued by the Parent Company are fully paid. The quotient value per share was SEK 0.41.
Other capital contributions
This item consists of premiums upon a new share issue and shareholders’ contributions.
Reserves
This item consists of exchange rate differences in the translation of foreign subsidiaries.
Earnings per share
Profit for the year attributable to Parent Company shareholders has been used as the earnings measure when calculating earnings per share. The number of shares has not changed during the period, which is why the weighted average number of shares is the same as the number of shares outstanding at the end of each period, see Consolidated Statement of Comprehensive Income. There is no potential dilution effect, which is why earnings per share are the same before and after dilution.
NOTE G23 Borrowing
31 Dec 2025 31 Dec 2024
Non-current
| Liabilities to credit institutions | 87,204 | 76,511 |
|---|---|---|
| Lease liabilities | 308,389 | 295,857 |
| Total non-current borrowing | 395,593 | 372,368 |
Current
| Lease liabilities | 120,755 | 92,190 |
|---|---|---|
| Liabilities to credit institutions | 118,626 | 127,262 |
| Total current borrowing | 239,381 | 219,452 |
The liability is classified as a current item in the statement of financial position if the Company does not have an unconditional right to postpone settlement of the liability for at least 12 months after the reporting period.
Liabilities to credit institutions
Liabilities to credit institutions are subject to an average interest rate of 3.73 percent per year The Group must fulfil a covenant for the borrowing. At the end of the financial year, the loan covenants to be met are a consolidation ratio of no less than 25 and an interest coverage ratio of at least 2.5, calculated based on the results for the past 12 months. The Group fulfilled the current loan terms during the 2025 and 2024 financial years. For liabilities to credit institutions, collateral has been provided in the form of chattel mortgages at a value of SEK 111,100,000 (111,100,000) and machinery at a book value of SEK The fair value of short-term borrowing corresponds to its carrying amount since the discount effect is not material. The fair value of non-current liabilities to credit institutions is based on discounted cash flows with an interest rate based on the loan interest rate of 3.67 percent (4.2) and is in level 2 in the fair value hierarchy. As the majority of the company’s borrowing is subject to variable interest, the carrying amount and fair value are essentially the same.
99Contents
1 Financial Statements, Notes
Note G23
All of the Group’s borrowing is in SEK.
Bank overdraft facility
The Group has a granted bank overdraft facility in SEK of SEK 60,000,000 (35,000,000), which is renegotiated annually with an extension period of 12 months. Of the granted overdraft facilities, SEK 0 has been utilised as of 31 December 2025 (0). The bank overdraft facility is subject upon utilisation to an interest rate of 3.0 percent (3.5) as of 31 December 2025, which is paid quarterly.
Accounting Principles
The accounting policies for liabilities to credit institutions are presented in Note G3 Financial Risk Management and Financial Instruments, and for lease liabilities in Note G11 Lease Agreements – the
Group as lessee.
Judgements And Assumptions
Assessments related to lease agreements in which the Group is the lessee, and the lease liabilities associated with these agreements, are presented in Note G11 Lease Agreements – the Group as lessee.
100Contents
1 Financial Statements, Notes
Note G24-G26
NOTE G24 Other current liabilities
31 Dec 2025 31 Dec 2024
Employee withholding taxes and social security
contributions
| VAT | 71 | 2,775 |
|---|---|---|
| Other current liabilities | 689 | 748 |
| Total | 4,218 | 6,555 |
The fair value of other current liabilities corresponds to their carrying amounts, as they are, by definition, current.
NOTE G25 Accrued expenses and prepaid income
31 Dec 2025 31 Dec 2024
| Accrued salaries | 7,342 | 7,185 |
|---|---|---|
| Accrued social security contributions | 13,782 | 12,369 |
| Accrued holiday pay | 16,441 | 14,834 |
| Prepaid income | 23,579 | 6,535 |
| Prepaid lease income | 1,174 | 1,141 |
| Other items | 3,303 | 4,803 |
| Total | 65,621 | 46,867 |
NOTE G26 Pledged assets
31 Dec 2025 31 Dec 2024
Liabilities to credit institutions
| Chattel mortgages | 111,100 | 111,100 |
|---|---|---|
| Machinery and equipment | 364,432 | 317,993 |
Lease agreements
| Locomotives and wagons | 3,454 | 4,235 |
|---|---|---|
| Mobile machinery | 875 | 1,309 |
| Vehicles | 7,215 | 8,333 |
| Total | 487,076 | 442,970 |
The Group has provided collateral to creditors in the form of chattel mortgages as well as purchase agreements regarding certain locomotives, wagons and mobile machinery. As collateral for the lessor’s financing, the Group has provided collateral in the form of ownership reservations in the leased objects.
101Contents
1 Financial Statements, Notes
Note G27-G29
NOTE G27 Related parties
Related parties are all companies within the Group and senior executives in the Group, i.e. the Board and Group Management, and their family members. Transactions with related parties have been based on normal and generally accepted commercial terms. For more information on subsidiaries and the Group’s organisational structure, see Note P16. The Group has been provided with consulting services by Board members in the Parent Company and by members of the Group Management team, which are described below and also presented in Note G9 . Ulf Marklund, Board member of the Parent Company up until the AGM in May 2024, owns the company Matech Marin AB alongside close family members. Ulf Marklund was active on a consulting basis in Group and Matech Marin AB charged a consulting fee per day for these services. During the time Ulf Marklund was a Board member, his remuneration amounted to SEK 1,210,000 (2,904,000), of which SEK 880,000 was debited to the Parent Company and SEK 330,000 to the subsidiary Railcare Machine AB where Ulf Marklund was head of operations. The agreement for these services expired on September 30, 2024. Jonny Granlund, a member of Group Management, owns the company JOTAG AB which carries out cleaning services etc. for Railcare AB. This is billed at a fixed monthly rate, and remuneration amounted to SEK 729,000 (707,000) in 2025. Jonny Granlund is engaged on a consulting basis via JOTAG AB. A consulting fee has been charged per day for these services, and remuneration amounted to SEK 2,520,000 (2,328,000) in 2025. The agreement covers the period up until 31 December 2026 and is automatically extended by 12 months if neither party terminates the agreement at least six months prior to the end of the term of the agreement. Andreas Lantto, Board Member of the Parent Company, is a part-owner and Board member of Nordkonsult Luleå AB and Nordkonsult i Skellefteå AB, which supplies technical consultancy services to the Group. The fee for these services is charged per hour, and remuneration amounted to SEK 3,094,000 (1,758,000) in 2025. During 2024, the Group acquired 4,000 shares, corresponding to 40 percent of the shares in the locomotive leasing company AC Finance AB, for SEK 400,000. Of these 4,000 shares, 3,667 shares were acquired for SEK 366,700 from Nornan Invest AB, which holds 29.52 percent of the shares in Railcare Group AB. The transaction was approved by the Extraordinary General Meeting on July 24. The other shareholders in AC Finance AB are Nornan Invest AB and Actinvest AB, which hold 30 percent each. In connection with the acquisition, Railcare entered into a loan agreement to provide a shareholder loan, which has been granted in the amount of SEK 20,000,000. No repayments were made during the financial year. The loan carries interest corresponding at all times to the average interest expense on loans from the financing bank in
AC Finance AB.
Railcare has also entered a lease agreement relating to locomotives from AC Finance. The lease term runs for five years from the handover date of each respective locomotive, meaning that the duration varies for the different locomotives. At the reporting date, Railcare leased 14 locomotives (4) from AC Finance. The lease is at market terms, and Railcare bears the currency and interest rate risk. During the financial year, AC Finance AB charged lease payments for locomotives of SEK 25,660,000 (3,795,000). There are no outstanding loans, guarantees or guarantor commitments from the Group for Board members or senior executives. Receivables and liabilities from and to related parties originate from sales and purchase transactions and mature within one month of the sales date, in addition to the aforementioned loan to AC Finance AB. The Group has no provisions for doubtful receivables attributable to related parties. Nor does the Group have any expenses regarding doubtful receivables from related parties during the period. No collateral is pledged for the receivables.
NOTE G28 Adjustment for non-cash items
31 Dec 2025 31 Dec 2024
| Depreciation, amortisation and impairment | 137,426 | 106,402 |
|---|---|---|
| Profit/loss from sale of property, plant and equipment and intangible assets | 1,280 | -37 |
| Provision for future payroll tax | 40 | 58 |
| Impairment of financial non-current assets | 2,250 | 750 |
| Total | 140,996 | 107,173 |
NOTE G29 Changes in liabilities related to financing activities Changes in liabilities related to financing activities exclude non-cash items amounting to SEK 141,016,000 (153,714,000) that relate to lease liabilities.
102Contents
1 Financial Statements, Notes
Note G30
NOTE G30 Alternative key performance indicators
The alternative performance measures presented in this report are not measures defined under IFRS, but are key to monitoring the financial performance of the Group’s operations and its financial position. The alternative performance measures presented in the report all always be read and evaluated together with the information presented in the Statement of Profit or Loss, Statement of Financial Position, Cash Flow Statement and Key Performance Indicators, which have been prepared in accordance with IFRS. Railcare recognises these alternative performance measures since the company considers them to be important supplementary measures of profitability and financial position, and these measurements are often used by external stakeholders to assess and compare companies’ financial outcomes and position. Compared with the alternative performance measures presented here, the calculation of corresponding measures by other companies may be based on different definitions, meaning that the results are not necessarily comparable. (Amounts in SEK 000) Jan-Dec 2025Jan-Dec 2024Jan-Dec 2023Jan-Dec 2022Jan-Dec 2021 (A) Operating profit 67,638 66,279 70,289 52,365 56,219
| (B) Net sales | 667,574 635,298 564,220 497,035 437,946 |
|---|
(A/B) Operating margin, % 10.13 10.43 12.46 10.54 12.84 (Amounts in SEK 000) Jan-Dec 2025Jan-Dec 2024Jan-Dec 2023Jan-Dec 2022Jan-Dec 2021
| (A) Equity | 310,836 286,471 273,301 244,095 221,150 |
|---|
(B) No. of shares, 000s 24,124 24,124 24,124 24,124 24,124 (A/B) Equity per share,
Sek*
(Amounts in SEK 000) Jan-Dec 2025Jan-Dec 2024Jan-Dec 2023Jan-Dec 2022Jan-Dec 2021
| (A) Equity | 310,836 286,471 273,301 244,095 221,150 |
|---|---|
| (B) Total assets | 1,157,0861,043,774 895,717 592,873 557,965 |
(A/B) Equity/assets ratio, % 26.86 27.45 30.51 41.17 39.64 (Amounts in SEK 000) Jan-Dec 2025Jan-Dec 2024Jan-Dec 2023Jan-Dec 2022Jan-Dec 2021 (A) Adopted total dividend 16,887 16,887 14,475 14,475 14,475 (B) No. of shares, 000s 24,124 24,124 24,124 24,124 24,124 (A/B) Dividend per share,
Sek
(Amounts in SEK 000) Jan-Dec 2025Jan-Dec 2024Jan-Dec 2023Jan-Dec 2022Jan-Dec 2021
| (A) Net sales | 667,574 635,298 564,220 497,035 437,946 |
|---|
(B) Comparative figure from
| previous period | 635,298 564,220 497,035 437,946 401,301 |
|---|
((A-B)/B) Sales growth, % 5.08 12.60 13.52 13.49 9.13 Definitions and purpose of the company’s alternative performance measures are under the section Definitions.
103Contents
1 Financial Statements, Notes
Note G31
NOTE G31 Events after the reporting date
On 11 February, Railcare’s Board of Directors decided to wind down its operational activities in the United Kingdom. The operations form part of the Contracting segment and have consisted of railway maintenance contracts using proprietary machines. The process of winding down the operations will commence immediately, but it has not yet been determined how the wind-down will be carried out. Previously planned customer projects will be completed, and at the same time the possibility of leasing out the machines currently used in the United Kingdom to external customers is being evaluated. During 2025, the operations in the United Kingdom accounted for SEK 6,829, 000 (22,244,000) of the Group’s net sales and SEK -8,057,000 (-7,011,000) of the Group’s operating profit (EBIT).
104Contents
1 Financial Statements, Notes
Parent Company Statement Of Profit Or Loss
The Notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Parent Company Statement of Profit or LossAmounts in SEK 000 | Note Jan-Dec 2025 Jan-Dec 2024 | ||
|---|---|---|---|
| Net sales | P3 62,517 51,323 | ||
| Other operating income | P4 | 20 | 10 |
| Total operating income | 62,538 51,333 |
Operating expenses
| Raw materials and consumables | -16,869 -8,845 |
|---|---|
| Other external costs | P6, P7 -20,297 -23,037 |
| Personnel expenses | P8 -24,325 -17,844 |
Depreciation and impairment of property, plant and
equipment and intangible assets
| Other operating expenses | P5 -178 -28 |
|---|---|
| Total operating expenses | P3 -62,519 -50,363 |
| Operating profit | 18 970 |
Profit/loss from financial items
Other interest income and similar profit/loss itemsP9 1,133 586 Interest expenses and similar profit/loss items P9 -652 -685
| Total profit/loss from financial items | 481 | -99 |
|---|---|---|
| Profit/loss after financial items | 500 | 871 |
| Appropriations | P10 24,950 31,300 | |
| Tax on profit/loss for the year | P11 -5,250 -6,746 | |
| Profit/loss for the year | 20,200 25,425 |
The Parent Company has no items
recognised as other comprehensive income, which is why total comprehensive income is the same as profit/ loss for the year.
105Contents
1 Financial Statements, Notes
Parent Company Statement Of Financial Position
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Parent Company Statement of Financial PositionAmounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
|---|
Assets
Intangible assets
| Capitalised development expenses | P12 790 988 | ||
|---|---|---|---|
| Patents | P13 | 6 | 71 |
| Total intangible assets | 797 1,059 |
Property, plant and equipment
| Buildings | P14 4,745 5,046 |
|---|---|
| Equipment, tools, fixtures and fittings | P15 797 935 |
| Total property, plant and equipment | 5,543 5,981 |
Financial non-current assets
| Investments in Group companies | P16 28,887 28,887 |
|---|---|
| Investments in associated companies | P17 874 874 |
| Non-current receivables from related parties | 20,000 20,000 |
| Deferred tax assets | P11 173 129 |
| Total financial non-current assets | 49,934 49,890 |
| Total non-current assets | 56,273 56,930 |
| Amounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
Current assets
| Current receivables | P18 | |
|---|---|---|
| Accounts receivable | 20 | 9 |
| Receivables from Group companies | 148,343 111,281 | |
| Prepaid expenses and accrued income | P19 2,636 2,635 | |
| Total current receivables | 150,999 113,925 | |
| Cash and cash equivalent | P20 64,402 59,440 | |
| Total current assets | 215,401 173,365 | |
| TOTAL ASSETS | 271,674 230,295 |
106Contents
Financial Statements, Notes
| Amounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
|---|
Equity And Liabilities
Equity
Restricted equity
| Share capital | 9,891 9,891 |
|---|---|
| Total restricted equity | 9,891 9,891 |
Non-restricted equity
| Share premium reserve | 15,101 15,101 |
|---|---|
| Retained earnings | 10,121 1,584 |
| Profit/loss for the year | 20,200 25,425 |
| Total non-restricted equity | 45,422 42,109 |
| Total equity | 55,313 52,000 |
Parent Company Statement Of Financial Position
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
Parent Company Statement of Financial Position (cont.)
| Amounts in SEK 000 | Note 31 Dec 2025 31 Dec 2024 |
|---|
Provisions
| Provision for tax | 164 123 |
|---|---|
| Total provisions | 164 123 |
| Current liabilities | P18 |
| Accounts payable | 2,304 2,218 |
| Tax liability | 5,337 9,307 |
| Liabilities to Group companies | 202,766 161,191 |
| Other liabilities | P21 1,590 1,562 |
| Accrued expenses and deferred income | P22 4,200 3,894 |
| Total current liabilities | 216,197 178,172 |
| TOTAL EQUITY AND LIABILITIES | 271,674 230,295 |
107Contents
1 Financial Statements, Notes
Parent Company Statement Of Changes In Equity
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Consolidated Statement of Changes in EquityRestricted equity | Non-restricted equity |
|---|
Amounts in SEK 000 Note Share capitalShare premium reserve
Retained earnings
including profit for the year Total equity
Opening balance
| as of 1 January 2024 | 9,891 | 15,101 | 18,471 | 43,462 |
|---|---|---|---|---|
| Profit/loss for the year | - | - | 25,425 | 25,425 |
| Total comprehensive income | - | - | 25,425 | 25,425 |
Transactions with shareholders
| Dividend | - | - | -16,887 | -16,887 |
|---|
Closing balance
| as of 31 December 2024 | 9,891 | 15,101 | 27,008 | 52,000 |
|---|
Opening balance
| as of 1 January 2025 | 9,891 | 15,101 | 27,008 | 52,000 |
|---|---|---|---|---|
| Profit/loss for the year | - | - | 20,200 | 20,200 |
| Total comprehensive income | - | - | 20,200 | 20,200 |
Transactions with shareholders
| Dividend | - | - | -16,887 | -16,887 |
|---|
Closing balance
| as of 31 December 2025 | 9,891 | 15,101 | 30,321 | 55,313 |
|---|
108Contents
1 Financial Statements, Notes
Parent Company Cash Flow Statement
The notes on pages 72-117
constitute an integral part of these Consolidated Financial
Statements.
| Parent Company Cash Flow StatementAmounts in SEK 000 | Note Jan-Dec 2024 Jan-Dec 2024 |
|---|
Cash flow from operating activities
| Operating profit | 18 970 | |
|---|---|---|
| Adjustment for items not included in the cash flowP24 | 911 655 | |
| Interest received | 334 | 586 |
| Interest paid | -652 -685 | |
| Income tax paid | -9,264 -4,028 |
Cash flow from operating activities before changes
in working capital
Cash flow from changes in working capital
| Increase/decrease in operating receivables | -28,524 -5,838 |
|---|---|
| Increase/decrease in operating liabilities | 27,895 40,423 |
| Total changes in working capital | -629 34,585 |
| Cash flow from operating activities | -9,282 32,083 |
Cash flow from investing activities
| Investments in intangible assets | P12, P13 | - -482 |
|---|---|---|
| Investments in property, plant and equipment P14, P15 | -169 -1,042 | |
| Investment in associated companies | - -874 | |
| Investments in other financial non-current assets | - -20,000 | |
| Cash flow from investing activities | -169 -22,398 | |
| Amounts in SEK 000 | Note Jan-Dec 2024 Jan-Dec 2024 |
Cash flow from financing activities
| Group contributions received | 58,750 58,700 |
|---|---|
| Group contributions paid | -27,450 -27,400 |
| Dividend paid | -16,887 -16,887 |
| Cash flow from financing activities | 14,413 14,413 |
| Cash flow for the period | 4,962 24,098 |
| Opening cash and cash equivalents | 59,440 35,342 |
| Closing cash and cash equivalents | P20 64,402 59,440 |
109Contents
1 Financial Statements, Notes
Note P1-P2
NOTE P2 Summary of significant accounting principles
The Parent Company applies the Annual Accounts Act and RFR 2 Accounting for Legal Entities. The application of RFR 2 means that the Parent Company, in the Annual Report for the legal entity, applies all IFRS and statements adopted by the EU to the furthest extent possible within the framework of the Annual Accounts Act, the Pension Obligations Vesting Act and taking into account the relationship between accounting and taxation. These differences relate to the accounting for leases and financial instruments and are described in Notes P6 and P18. The Annual Report has been prepared using the cost method. For information about financial risks and financial instruments, refer to the Consolidated Financial Statements Note G4.
New and amended standards applied by the Parent Company
New or revised IFRS and interpretation statements did not have a material impact on the Parent Company’s financial statements.
Presentation
The Statement of Profit or Loss and the Statement of Financial Position are presented in accordance with the form of presentation prescribed in the Swedish Annual Accounts Act. Moreover, there is a difference in terms, compared with the Consolidated Financial Statements, mainly with regard to financial income and expenses, and equity.
Other material accounting policy disclosures
Other significant accounting policy disclosures, including differences between the Group and the Parent Company, can be found in the following Notes:
| Lease agreements | NOTE P6 Leasing - Parent Company as Lessee | |
|---|---|---|
| Appropriations | NOTE P10 | Appropriations |
| Investments in Group companiesNOTE P16 | Investments in subsidiaries | |
| Financial instruments NOTE P18 | Financial instruments |
NOTE P3 Intra-group income and expenses
The Parent Company’s net sales include invoicing of Group companies in an amount of SEK 62,432,000 (51,207,000), which corresponds to 99.9 percent (99.8), and operating expenses include invoicing of Group companies in an amount of SEK 1,551,000 (1,733,000), which corresponds to 2.5 percent (3.4).
110Contents
1 Financial Statements, Notes
Note P3-P5
NOTE P4 Other operating income
Jan-Dec 2025 Jan-Dec 2024
| Foreign exchange gains | 20 | 10 |
|---|---|---|
| Total | 20 | 10 |
NOTE P5 Other operating expenses
Jan-Dec 2025 Jan-Dec 2024
| Foreign exchange losses | -159 | -28 |
|---|---|---|
| Loss on disposal of property, plant and equipment | -19 | - |
| Total | -178 | -28 |
NOTE P6 Lease agreements
The company leases premises, vehicles and office equipment under interminable operating leases. The lease terms vary from 2 to 8 years. Most of the leases can be extended at the end of the term of the lease for a fee at the market rate. Future total minimum lease fees for interminable operating leases are as follows:
Jan-Dec 2025 Jan-Dec 2024
| Within 1 year | 2,762 | 2,486 |
|---|---|---|
| Between 1 and 5 years | 679 | 2,434 |
| More than 5 years | - | - |
| Total | 3,441 | 4,921 |
During the year, expensed lease fees totalled SEK 4,085,000 (3,878,000), which are included in
Other external costs in the Statement of Comprehensive Income.
The largest agreement relates to Railcare’s head office in Skelleftehamn, where the company rents office and workshop premises. The agreement has a term of seven years and expires in
Accounting Principles
The Parent Company does not apply IFRS 16, and the operating leases reported in the Parent Company are therefore expensed on a straight-line basis over the lease term.
111Contents
1 Financial Statements, Notes
Note P6-P7
NOTE P7 Auditor’s remuneration
Jan-Dec 2025 Jan-Dec 2024
Ernst & Young
| – Audit assignment | 640 | 625 |
|---|---|---|
| – Other services | - | 74 |
| Total | 640 | 699 |
NOTE P8 Remuneration to employees, etc.
Salaries, other remuneration and social security
| contributions | Jan-Dec 2025 Jan-Dec 2024 | |
|---|---|---|
| Salaries and other remuneration | 15,224 | 11,105 |
| of which, CEO and other senior executives | 10,414 | 5,171 |
| Pension expenses – defined-contribution plans | 2,755 | 1,871 |
| of which, CEO and other senior executives | 2,240 | 1,206 |
| Other social security contributions | 5,637 | 4,128 |
| of which, CEO and other senior executives | 3,934 | 2,002 |
Jan-Dec 2025 Jan-Dec 2024
Average number of employees
| Women | 9 | 8 |
|---|---|---|
| Men | 6 | 4 |
| Total | 15 | 12 |
For more information about remuneration to senior executives and the Board, see Note G9 for the Group.
112Contents
1 Financial Statements, Notes
Note P8-P11
NOTE P9 Financial income and expenses
The carrying amounts pertain to profit/loss from assets and liabilities measured at amortised cost as per IFRS 9.
NOTE P10 Appropriations
Jan-Dec 2025 Jan-Dec 2024
| Group contributions received | 66,500 | 58,750 |
|---|---|---|
| Group contributions paid | -41,550 -27,450 | |
| Total | 24,950 | 31,300 |
Accounting Principles
Group contributions are recognised as appropriations.
NOTE P11 Income tax
Jan-Dec 2025 Jan-Dec 2024
Current tax:
| Current tax on net profit/loss for the year | -5,283 | -6,771 |
|---|---|---|
| Adjustment of previous year income tax | -11 | -23 |
| Total current tax | -5,294 -6,793 |
Deferred tax
| Occurrence and reversal of temporary differences | 44 | 47 |
|---|---|---|
| Total deferred tax | 44 | 47 |
| Total income tax | -5,250 | -6,746 |
Jan-Dec 2025 Jan-Dec 2024
| Profit/loss before tax | 25,450 | 32,171 |
|---|
Income tax calculated in accordance with tax rate in Sweden
| Non-deductible expenses | -101 | -97 |
|---|---|---|
| Assumed negative net interest from subsidiary | 105 | - |
| Adjustment related to previous years | -11 | -23 |
| Tax expense | -5,250 | -6,746 |
Carrying amounts pertain to temporary differences attributable to: 31 Dec 2025 31 Dec 2024
| Endowment insurance for pensions | 173 | 129 |
|---|---|---|
| Closing balance | 173 | 129 |
The gross change in deferred taxes is recognised in its entirety in profit or loss.
113Contents
1 Financial Statements, Notes
Notes P12-P15
NOTE P12 Capitalised development expenses
31 Dec 2025 31 Dec 2024
| Opening cost | 988 | 506 |
|---|---|---|
| Purchases for the year | - | 482 |
| Closing accumulated cost | 988 | 988 |
| Opening amortisation | - | - |
| Amortization for the year | -198 | - |
| Closing accumulated amortisation | -198 | 0 |
| Closing residual value according to plan | 790 | 988 |
NOTE P13 Patents
31 Dec 2025 31 Dec 2024
| Opening cost | 1,094 | 1,094 |
|---|---|---|
| Disposals and scrappings | -397 | - |
| Closing accumulated cost | 697 | 1,094 |
| Opening amortisation | -1,024 | -971 |
| Disposals and scrappings | 379 | - |
| Amortisation for the year | -46 | -53 |
| Closing accumulated depreciation | -691 | -1,024 |
| Closing residual value according to plan | 6 | 71 |
NOTE P14 Buildings
31 Dec 2025 31 Dec 2024
| Opening cost | 6,019 | 5,318 |
|---|---|---|
| Purchases for the year | - | 701 |
| Closing accumulated cost | 6,019 | 6,019 |
| Opening amortisation | -973 | -684 |
| Depreciation for the year | -301 | -289 |
| Closing accumulated depreciation | -1,274 | -973 |
| Closing residual value according to plan | 4,745 | 5,046 |
NOTE P15 Equipment, tools, fixtures and fittings
31 Dec 2025 31 Dec 2024
| Opening cost | 2,094 | 1,752 |
|---|---|---|
| Purchases for the year | 169 | 341 |
| Closing accumulated cost | 2,263 | 2,094 |
| Opening depreciations | -1,159 | -892 |
| Depreciation for the year | -307 | -267 |
| Closing accumulated depreciation | -1,466 | -1,159 |
| Closing residual value according to plan | 797 | 935 |
114Contents
1 Financial Statements, Notes
Note P16
NOTE P16 Investments in Group companies
| Name | Corp. ID no Domicile Primary operations |
|---|---|
| Railcare AB | 556600-2514 Skellefteå, SwedenRailway maintenance |
Railcare Machine AB 556502-3925 Skellefteå, SwedenMachine sales
| Railcare T AB | 556904-6674 Skellefteå, SwedenSpecialist transport, |
|---|
leasing of locomotives and wagons
Railcare Lining AB 556873-4817 Skellefteå, SwedenRailway maintenance
Railcare Resources AB 556980-8586 Skellefteå, SwedenRailway maintenance Elpro i Skellefteå AB 556801-5274 Skellefteå, SwedenElectrical installations
Railcare Sweden Ltd 8687106 Derby, UK Railway maintenance
All subsidiaries are consolidated within the Group. The subsidiaries’ share capital consists solely of ordinary shares, which are held directly by the Group, and the participating interest is the same as the share of votes.
Participating
interest
Participating
interest
Book value Book value
| Name | 31 Dec 2025 (%)31 Dec 2024 (%) 31 Dec 2025 31 Dec 2024 | ||
|---|---|---|---|
| Railcare AB | 100 100 10,505 10,505 | ||
| Railcare Machine AB | 100 100 | 1,971 1,971 | |
| Railcare T AB | 100 100 12,100 12,100 | ||
| Railcare Lining AB | 100 100 | 100 | 100 |
| Railcare Resources AB 100 100 | 100 | 100 | |
| Elpro i Skellefteå AB 100 100 | 4,100 4,100 | ||
| Railcare Sweden Ltd | 100 100 | 11 | 11 |
Accounting Principles
Investments in subsidiaries are recognised at cost less any impairment losses. Cost includes acquisition-related expenses and any additional considerations. Where there is an indication that investments in Group companies have decreased in value, their recoverable amount is calculated. An impairment loss is recognised if the recoverable amount is less than the carrying amount.
Impairment
losses are recognised in the item Profit/loss from investments in Group companies.
115Contents
1 Financial Statements, Notes
Note P17-P18
NOTE P17 Associated companies
On August 23, 2024, Railcare Group AB acquired 40 percent of the shares and voting rights in AC Finance AB, which gives Railcare Group AB significant influence over the company. As a result, the investment has been accounted for as an associated company. AC Finance AB, based in Skellefteå, is a locomotive leasing company.
Investments in associated companies
31 Dec 2025 31 Dec 2024
| Opening balance | 874 | - |
|---|---|---|
| Purchase consideration | - 874 | |
| Closing balance | 874 874 |
Accounting Principles
Associated companies are companies in which Railcare Group AB has a significant influence, which generally applies to shareholdings of between 20 percent and 50 percent of the votes. Investmentsin associated companies are recognised at cost less any impairment losses. Where there is an indication that investments in associated companies have decreased in value, their recoverable amount is calculated. An impairment loss is recognised if the recoverable amount is less than the carrying amount. Impairment losses are recognised in the item Profit/loss from investments in associated companies.
NOTE P18 Financial instruments
The table below presents the Parent Company’s financial assets and liabilities classified based on the cost. For current and non-current receivables and liabilities, the carrying amount is considered to constitute a reasonable estimate of the fair value whereby these values agree in the table below.
| Financial assets measured at cost | 31 Dec 2025 31 Dec 2024 | |
|---|---|---|
| Accounts receivable | 20 | 9 |
| Receivables from Group companies | 148,343 111,281 | |
| Cash and cash equivalent | 64,402 59,440 | |
| Total | 212,765 170,730 | |
| Financial liabilities measured at cost | 31 Dec 2025 31 Dec 2024 | |
| Accounts payable | 2,304 2,218 | |
| Liabilities to Group companies | 202,766 161,191 | |
| Other current liabilities | 58 42 | |
| Total | 205,127 163,451 |
Accounting Principles
Due to the link between accounting and taxation, the Parent Company has, in accordance with RFR 2, elected to apply the rules on financial instruments in accordance with the Swedish Annual Accounts Act and the cost method instead of IFRS 9. RFR 2 provides guidance which, however, requires that certain provisions of IFRS 9 must also be applied in the legal entity. In the Parent Company, non-current financial assets are measured at cost, and current financial assets are measured at the lower of cost and net realisable value. According to RFR 2, the rules on expected credit losses and loss allowance must be applied in accordance with IFRS 9. For other financial assets, impairment losses are based on the market value.
116Contents
1 Financial Statements, Notes
Note P19-P22
NOTE P19 Prepaid expenses and accrued income
31 Dec 2025 31 Dec 2024
| Accrued interest income | 979 | 179 |
|---|---|---|
| Prepaid lease payments | 12 | 11 |
| Prepaid rent for premises | 839 | 779 |
| Prepaid insurance policies | 71 | 66 |
| Other items | 735 | 1,599 |
| Total | 2,636 | 2,635 |
NOTE P20 Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position and Cash Flow Statement consist exclusively of bank balances.
NOTE P21 Other current liabilities
31 Dec 2025 31 Dec 2024
| Employee withholding taxes | 457 | 302 |
|---|---|---|
| VAT | 1,075 | 1,218 |
| Other current liabilities | 58 | 42 |
| Total | 1,590 | 1,562 |
The fair value of other current liabilities corresponds to their carrying amounts, as they are, by definition, current.
NOTE P22 Accrued expenses and prepaid income
31 Dec 2025 31 Dec 2024
| Accrued holiday pay | 1,869 | 1,612 |
|---|---|---|
| Accrued social security contributions | 983 | 770 |
| Other items | 1,348 | 1,512 |
| Total | 4,200 | 3,894 |
117Contents
1 Financial Statements, Notes
Note P23-P26
NOTE P23 Contingent liabilities and pledged assets
31 Dec 2025 31 Dec 2024
| Guarantees for subsidiaries | 208,641 | 207,600 |
|---|---|---|
| Total | 208,641 | 207,600 |
The Parent Company has provided a guarantee in relation to the Group’s financing with credit institutions in the event that any of the companies are unable to fulfil their commitments. The guarantee commitment for the subsidiaries is unlimited in amount. The Group must fulfil a covenant for the borrowing. At the end of the financial year, the loan covenants to be met are a consolidation ratio of no less than 25 and an interest coverage ratio of at least 2.5, calculated based on the results for the past 12 months. The Group fulfilled the current loan terms during the 2025 and 2024 financial years.
NOTE P24 Adjustment for non-cash items
31 Dec 2025 31 Dec 2024
| Depreciation | 851 | 610 |
|---|---|---|
| Profit/loss from sale of property, plant and equipment and intangible assets | 19 | - |
| Provision for payroll tax | 41 | 46 |
| Total | 911 | 655 |
NOTE P25 Related parties
Related parties are all subsidiaries and senior executives, i.e. the Board and Group Management, and their family members. Transactions with related parties have been based on normal and generally accepted commercial terms. See Note P3 for information on purchases and sales between Group companies. Transactions with related parties are described in the Group’s Note G9 and G27 . Most of these transactions are carried out in the Parent Company. In cases where related party transactions have been
| carried out by a subsidiary, this is explicitly stated in Note G27 | . |
|---|
The receivables from and liabilities to Group companies that are in the Parent Company Statement of Financial Position are all current and not interest bearing.
NOTE P26 Proposed appropriation of earnings
The following earnings are at the disposal of the Annual General Meeting:
| Share premium reserve | 15,100,560 |
|---|---|
| Retained earnings | 10,121,304 |
| Profit/loss for the year | 20,199,858 |
| Total | 45,421,721 |
The Board of Directors and the CEO propose that the profit be appropriated as follows: A dividend of SEK 0.70 per share to be paid to shareholders, totalling 16,886,917
| to be carried forward | 28,534,804 |
|---|---|
| Total | 45,421,721 |
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
Board Signatures
Board signatures
The Group’s and the Parent Company’s Statements
of Profit or Loss and Statements of Financial
Position will be presented to the Annual General
Meeting on 7 May 2026.
The Board of Directors and the CEO hereby provide their assurance that the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and provide a true and fair view of the Group’s position and earnings. The
Parent Company’s financial statements have been
prepared in accordance with generally accepted accounting principles in Sweden and provide a true and fair view of the Parent Company’s financial position and earnings. The Administration Report for the Group and the Parent Company provides a fair review of the development of the operations, financial position and earnings of the Group and the Parent Company, addressing significant risks and uncertainties affecting the Parent Company and the companies within the Group.
The Annual Report was finalised on 31 March
Skelleftehamn, on the date indicated by the electronic signature.
Anders Westermark
Chairman of the Board
Catharina Elmsäter-Svärd
Board member
Björn Östlund
Board member
Linn Andersson
Board member
Andreas Lantto
Board member
Maria Kröger
Board member
Mattias Remahl
Ceo
Our auditor’s report has been issued on the date indicated by the electronic signature.
Ernst & Young AB
Micael Engström
Authorised Public Accountant
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
To the Board of Directors of Railcare Group AB Corp.
ID no. 556730- 7813
Report on the annual accounts and consolidated accounts
Opinions
We have audited the annual accounts and consolidated accounts of Railcare Group AB (publ) except for the corporate governance statement on pages 53-65 and the statutory sustainability report on pages 40-41 for the year 2025. The annual accounts and consolidated accounts of the company are included on pages 34-118 in this document. In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2025 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2025 and their financial performance and cash flow for the year then ended in accordance with IFRS Accounting
Standards, as adopted by the EU, and the Annual Accounts
Act. Our opinions do not cover the corporate governance statement on pages 53-65 and the statutory sustainability report on pages 40-51. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.
Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company’s audit committee in accordance with the Audit
Regulation (537/2014) Article 11.
Basis for Opinions
We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the
Audit Regulation (537/2014) Article 5.1 have been provided
to the audited company or, where applicable, its parent company or its controlled companies within the EU. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Key Audit Matters
Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. 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.
Description
The value of locomotives and wagons, work machines and ongoing new facilities amounts to KSEK 828,272 and constitutes approx. of 72 % of the group’s total assets. Accounting takes place at acquisition value with deductions for accumulated depreciation and any devaluations. Capitalization of additional expenses takes place for measures that are likely to bring financial benefit in the future. The value is reviewed annually. Accounting for tangible fixed assets is deemed to be a particularly important area as a result of incorrect assessments and assumptions in the following three areas can have a significant impact on the group’s results and position: • analysis of devaluation needs and associated assessments and assumptions such as estimated future cash flows, discount rate and growth • assessments of period of use • delineation of whether expenses for repair and maintenance must be capitalized or expensed.
Audit Report
Audit Report
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 / For the group’s impairment test and also the group’s important estimates and judgment related see note K15 and K11. Our audit included, but was not limited to: • review of the process for accounting for tangible fixed assets • assessment of the reasonableness of assumptions that have been used in the model for impairment testing such as return requirements and forecast assumptions and that the required note information has been provided • review of the company’s assessment of useful periods for a selection of assets • review of a selection of activations and repair regarding maintenance costs
Other Information than the annual accounts and
consolidated accounts This document also contains other information than the annual accounts and consolidated accounts and is found on pages 2-33, 52 and 124-129. The Board of Directors and the Managing Director are responsible for this other information. Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the
Managing Director
The Board of Directors and the Managing Director are
responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with
IFRS Accounting Standards as adopted by the EU. The
Board of Directors and the Managing Director are also
responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company’s and the group’s ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so.
The Audit Committee shall, without prejudice to the Board
of Director’s responsibilities and tasks in general, among other things oversee the company’s financial reporting process.
Auditor’s responsibility
Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, 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 opinions. 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 the company’s internal control relevant to our audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director.
Audit Report
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 / • Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company’s and 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 annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. 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 a company and a group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated accounts. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our opinions. We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified. We must also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or related safeguards applied. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes disclosure about the
| matter. | Report on other legal and regulatory requirements |
|---|
Report on the audit of the administration and the proposed appropriations of the company’s profit or loss
Opinions
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Railcare Group AB (publ) for the year 2025 and the proposed appropriations of the company’s profit or loss. We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
Basis for opinions
We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the
Auditor’s Responsibilities section. We are independent
of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Responsibilities of the Board of Directors and the
Managing Director
The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company’s and the group’s type of operations, size and risks place on the size of the parent company’s and the group’s equity, consolidation requirements, liquidity and position in general. The Board of Directors is responsible for the company’s organization and the administration of the company’s affairs. This includes among other things continuous assessment of the company’s and the group’s financial situation and ensuring that the company’s organization is designed so that the accounting, management of assets and the company’s financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of
Directors’ guidelines and instructions and among other
Audit Report
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 / matters take measures that are necessary to fulfill the company’s accounting in accordance with law and handle the management of assets in a reassuring manner.
Auditor’s responsibility
Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect: • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or • in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. Our objective concerning the audit of the proposed appropriations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act. As part of an audit in accordance with generally accepted auditing standards in
Sweden, we exercise professional judgment and maintain
professional skepticism throughout the audit. The examination of the administration and the proposed appropriations of the company’s profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company’s situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss we examined the Board of Directors’ reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the
Companies Act.
The auditor’s examination of the ESEF report
Opinion
I n addition to our audit of the annual accounts and consolidated accounts, we have also examined that the Board of Directors and the Managing Director have prepared the annual accounts and consolidated accounts in a format that enables uniform electronic reporting (the Esef report) pursuant to Chapter 16, Section 4(a) of the Swedish
Securities Market Act (2007:528) for Railcare Group AB
(publ) for the financial year 2025. Our examination and our opinion relate only to the statutory requirements. In our opinion, the Esef report has been prepared in a format that, in all material respects, enables uniform electronic reporting.
Basis for opinion
We have performed the examination in accordance with
FAR’s recommendation RevR 18 Examination of the ESEF
report. Our responsibility under this recommendation is described in more detail in the Auditors’ responsibility section.
We are independent of Railcare Group AB (publ) in
accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the
Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of the Esef report in accordance with Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), and for such internal control that the Board of Directors and the Managing Director determine is necessary to prepare the Esef report without material misstatements, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to obtain reasonable assurance
whether the Esef report is in all material respects prepared in a format that meets the requirements of Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), based on the procedures performed. RevR 18 requires us to plan and execute procedures to achieve reasonable assurance that the Esef report is prepared in a format that meets these requirements. Reasonable assurance is a high level of assurance, but it is not a guarantee that an engagement carried out according to RevR 18 and generally accepted auditing standards in
Audit Report
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 / Sweden 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 Esef report. The audit firm applies ISQM 1 Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with professional ethical requirements, professional standards and applicable legal and regulatory requirements.
The examination involves obtaining evidence, through
various procedures, that the Esef report has been prepared in a format that enables uniform electronic reporting of the annual and consolidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design audit procedures that are appropriate in the circumstances, the auditor considers those elements of internal control that are relevant to the preparation of the Esef report by the Board of Directors and the Managing Director, but not for the purpose of expressing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriateness and reasonableness of assumptions made by the Board of Directors and the
Managing Director.
The procedures mainly include a validation that the Esef report has been prepared in a valid XHTML format and a reconciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether the consolidated statement of financial performance, financial position, changes in equity, cash flow and disclosures in the Esef report have been marked with iXBRL in accordance with what follows from the Esef regulation. The auditor’s examination of the corporate governance statement The Board of Directors is responsible for that the corporate governance statement on pages 54-65 has been prepared in accordance with the Annual Accounts Act. Our examination of the corporate governance statement is conducted in accordance with FAR´s standard RevR 16 The auditor´s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.
A corporate governance statement has been prepared.
Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the
Annual Accounts Act.
The auditor´s opinion regarding the statutory sustainability report The Board of Directors is responsible for the statutory sustainability report on pages 40–51, and that it is prepared in accordance with the Annual Accounts Act according to the prior wording that was in effect before 1 July 2025. My (Our) examination has been conducted in accordance with FAR’s auditing standard RevR 12 The auditor´s opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is different and substantially less in scope than an audit conducted in accordance with International
Standards on Auditing and generally accepted auditing
standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion. A statutory sustainability report has been prepared. Ernst & Young AB, with Micael Engström as auditor incharge, Hamngatan 26, 111 47 Stockholm, was appointed auditor of Railcare Group AB (publ) by the general meeting of the shareholders on the 7th of May 2025 and has been the company’s auditor since the 19th of October 2009. Skellefteå, on the date indicated by the electronic signature
Ernst & Young AB
Micael Engström
Authorised Public Accountant
Audit Report
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
Multi-Year Summary
Multi-year summary
| Amounts in SEK million | 2025 2024 2023 2022 2021 2020 2019 2018 |
|---|---|
| Net sales | 667.6 635.3 564.2 497.0 437.9 401.3 370.6 270.1 |
| Other operating income | 8.2 6.8 4.0 3.1 6.4 3.6 1.8 1.2 |
| Capitalised work on own account | 21.4 18.6 14.2 12.1 8.3 16.2 7.5 5.5 |
| Raw materials and consumables | -173.3 -199.8 -176.3 -193.1 -141.0 -121.7 -129.6 -70.5 |
| Other external costs | -94.8 -89.3 -85.6 -75.8 -62.9 -58.9 -47.1 -71.3 |
| Personnel expenses | -220.2 -196.9 -170.1 -146.3 -139.0 -124.6 -120.4 -108.4 |
Depreciation and impairment of property, plant and equipment -137.4 -106.4 -77.2 -42.8 -52.1 -53.3 -49.7 -24.1
| Other operating expenses | -3.9 -2.0 -2.9 -1.8 -1.5 -2.3 -1.2 -0.9 | ||
|---|---|---|---|
| Operating profit/loss (EBIT) | 67.6 66.3 70.3 52.4 56.2 60.4 32.0 1.5 | ||
| Profit from investments in associated companies | 0.0 0.1 | - | - -0.2 0.3 0.3 0.2 |
| Financial income | 0.8 0.3 -0.5 0.0 0.1 0.0 0.0 0.0 | ||
| Financial expenses | -16.1 -25.9 -11.9 -5.5 -4.4 -4.8 -5.8 -5.4 | ||
| Net financial income/expense | -15.3 -25.6 -12.4 -5.5 -4.4 -4.8 -5.8 -5.3 | ||
| Profit/loss before tax | 52.3 40.8 57.9 46.9 51.7 55.9 26.5 -3.6 | ||
| Tax | -12.5 -10.4 -13.8 -10.1 -11.2 -12.1 -5.7 2.2 | ||
| Profit for the period | 39.8 30.4 44.1 36.8 40.5 43.8 20.8 -1.4 | ||
| Equity/assets ratio, % | 26.9 27.4 30.5 41.2 39.6 37.4 33.5 32.3 |
During 2024, the Group adjusted to the
IFRS Interpretation Committee's clarification regarding identifiable assets under IFRS 16. The adjustment has been applied retroactively and calculated from the start dates of the contracts. The comparative period for 2023 has been restated, while earlier periods have not been restated.
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
Glossary
Definitions
| General | All amounts in the tables are in SEK 000 unless otherwise stated. All values in brackets are comparative figures for the corresponding period in the preceding year unless |
|---|
otherwise stated. Amounts in tables and other summaries have been rounded individually. Accordingly, minor rounding differences may be found in totals.
Alternative
Key performance indicators
This Annual Report refers to a number of financial measures not defined in accordance with IFRS, known as alternative performance measures. Railcare uses these performance measures to monitor and analyse the financial outcome of the Group’s operations and its financial position. These alternative performance measures are intended to supplement, not replace, the financial measures presented in accordance with IFRS. See definitions and further information below.
| Financial KPIs Definition/calculation | Purpose |
|---|
Operating profit/loss (EBIT)Calculated as net profit/loss for the period before tax, profit from holdings in associated companies and financial items.
This performance measure
illustrates the company’s profit/loss generated by operating activities. Net financial income/expenseNet financial items are calculated as financial income less financial expenses.
This performance measure
illustrates the net amount from the company’s financial activities.
| Total assets | Calculated as the total of the company’s assets at the |
|---|
end of the period. Equity per share, SEK Calculated as equity divided by the number of shares outstanding at the end of the period.
This performance measure
illustrates the company’s net worth per share. Sales growth, % Calculated as the difference between net sales for the period and net sales for the preceding period, divided by net sales for the preceding period.
This performance measure
illustrates the company’s growth and historical performance, contributing to an understanding of the company’s development.
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
Glossary
Definitions
| Financial KPIs Definition/calculation | Purpose |
|---|
Operating margin, % Calculated as operating profit divided by net sales.This performance measure illustrates how much of the company’s profit/loss is generated by its operating activities. Equity/assets ratio, % Calculated as equity divided by total assets.This performance measure illustrates the company’s financial position and longterm solvency. Dividend per share, SEK Dividend per share approved by a General Meeting at which the Annual Report for the specified financial year is adopted.
Earnings per share before
dilution, SEK Calculated as profit/loss attributable to the Parent
Company’s shareholders divided by the weighted
average number of shares outstanding in the period.
This performance measure
illustrates the company’s earnings per share, excluding any dilution effect from outstanding convertibles.
| Financial KPIs Definition/calculation | Purpose |
|---|
Earnings per share after
dilution, SEK When calculating earnings per share after dilution, the weighted average number of shares outstanding is adjusted for the dilution effect of all potential shares. The Parent Company has a category of potential common shares with a dilution effect: convertible debentures. The convertible debentures are assumed to have been converted into shares and net profit is adjusted to eliminate interest expenses less tax effect. Convertible debentures do not give rise to a dilution effect when the interest per share that may be received upon conversion exceeds earnings per share before dilution.
This performance measure
illustrates the company’s earnings per share, excluding any dilution effect from outstanding convertibles.
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
Glossary
Glossary
REBALLASTING Replacement of the top layer of the rail embankment in which the sleepers are set.
| ECM | The unit responsible for maintenance for freight wagons and locomotives. |
|---|
CONTRACTING TRANS-
Ports
Transport services carried out in connection with railway contracting works, for example the delivery of materials such as sleepers and ballast to work sites on the track. The term may also refer to the provision of traction for work and material trains, such as track renewal trains and ballast wagons, in connection with works such as track renewals or ballast replacement.
| ERTMS | New signalling system for Sweden’s entire rail network. Replaces an old system, simplifies traffic management and maintenance, and in the long term facilitates international traffic. |
|---|---|
| ETCS | The on-board system required in locomotives once the new ERTMS signalling system |
has been implemented on Sweden’s railways.
Infrastructure
Manager
The organisation or company responsible for constructing, managing and maintaining railway infrastructure, including traffic management, traffic control and signalling. The largest infrastructure manager in Sweden is the Swedish Transport Administration. EXTENDING SERVICE LIFEObsolete locomotives are upgraded with better engines, new signalling systems and a modernised working environment with the aim of better meeting future environmental requirements and technical standards.
| MPV | Railcare’s newest maintenance machine, Multi Purpose Vehicle, which is battery |
|---|
powered. Equipped with its own power source, vacuum pumps, hydraulics and operator cabs. The improved MPV has the same functionality, but is also equipped with a pantograph. This enables batteries to charge directly from overhead lines. ONBOARD EQUIPMENT The equipment required on board locomotives to enable communication with the relevant railway signalling system. REMOTE CONTROL OPERA-
Tion
A function that enables a locomotive to be operated remotely using a handheld control unit. The driver can control the locomotive’s movements, speed and braking without being in the cab, which is often used during shunting or in connection with contracting works where clear visibility of the work area is required.
| RAILVAC | Railcare’s machines that are able to perform various types of track maintenance on |
|---|
the railways using vacuum technology.
Clearance locomotive/
standby locomotive A locomotive with personnel that is available around the clock 365 days of the year to urgently clear or remove vehicles involved in incidents or breakdowns on the railway. The aim is to quickly open the track for traffic again. SLEEPER REPLACEMENT Replacement of the sleepers distributing the track load across the rail embankment. STAGE V ENGINES Engines that meet the standard for emissions class stage V. Classification for industrial vehicles that regulates permitted emissions.
| PANTOGRAPH | The trailing contact that transfers power from the overhead lines above the railway |
|---|
track to the electric vehicles and machines operating on the railways. Track timetables Time slots allocated by the Swedish Transport Administration for maintenance relating to carrying out work on the relevant tracks. During these periods, the tracks cannot be used for regular rail traffic. CULVERT INSPECTIONS Assessment and documentation of the condition and potential maintenance need for culverts, mainly under railways and roads.
Contents
→ OTHER INFORMATIONRAILCARE GROUP AB ANNUAL REPORT 2025 /
Shareholder Information
Shareholder information
Annual General Meeting 2026
Railcare’s Annual General Meeting will take place on
Thursday, 7 May 2026 11:00 a.m. CEST at the company’s
premises at Näsuddsvägen 10, SE-932 32 Skelleftehamn,
Sweden.
Notification of participation
Shareholders wishing to participate in the Annual
General Meeting must be included in the share register maintained by Euroclear Sweden AB by Tuesday 28
April 2026 and should notify the Company
in writing of their participation by Thursday 30 April 2026, addressing this notification to:
Railcare Group AB
Att: Annual General Meeting
Box 34
SE-932 21 Skelleftehamn, Sweden.
Notification may also be provided by calling +46 (0)70- 250 76 66 or by email to: [email protected]. The notification must state the shareholder’s full name, personal ID number or corporate ID number, number of shares held, address, daytime telephone number and, where applicable, details of any deputies or assistants (maximum two). Where applicable, the notification should be accompanied by Power of Attorney, registration certificates and other authorisation documents.
Financial Calendar
• The Interim Report for January-March 2026 will be published on 7 May 2026. • The Annual General Meeting will take place on 7 May 2026 at Railcare’s head office in Skelleftehamn,
Sweden.
• The Interim Report for January-June 2026 will be published on 13 August 2026. • The Interim Report for January–September 2026 will be published on 5 November 2026. • The Year-End Report for 2026 will be published on 11 February 2027. For further information, see www.railcare.se
Offices & Addresses
Head Office
Railcare Group AB
Visiting address: Näsuddsvägen 10
Postal address: Box 34
SE-932 21 Skelleftehamn, Sweden
Tel no: +46 (0) 910–43 88 00
Email: [email protected]
The railway specialist Railcare offers innovative products and services for the railway; for example, railway maintenance with internally developed machines, a locomotive workshop, project and specialist transport, and machine sales. Our market is mainly in Scandinavia. The railway industry is undergoing positive development with increasing traffic volumes, extensive investment programmes, development of cost-effective freight and passenger transport, and rising environmental awareness. Railcare delivers both sustainable and efficient solutions that ensure that railway services can be used for the maximum number of years to come. The shares of Railcare Group AB (publ) are listed on the Small Cap list of the Nasdaq Stockholm exchange. The Group has approximately 200 employees and annual sales of approximately SEK 670 million. The company’s registered office is located in Skellefteå, Sweden.