D. Acquisitions and other additions to the scope of consolidation

The following entities were included in the Interim Consolidated Financial Statements for the first time in the first half of the business year 2023/24:

The additions of fully consolidated entities to the scope of consolidation include four acquisitions, one newly established entity, and the consolidation of one entity not previously included in the Consolidated Financial Statements.

In accordance with IFRS 3, acquired companies are included in the Consolidated Financial Statements at the fair value carried forward of the acquired assets, liabilities, and contingent liabilities determined as of the acquisition date, taking into account depreciation, amortization, and impairment as appropriate. The carrying amount of the non-controlling interests is determined based on the fair values carried forward for the assets and liabilities acquired.

The increase in majority interests is treated as a transaction between owners. The difference between the acquisition costs of additional shares and the prorated carrying amount of the non-controlling interests is recognized directly in equity. In the reporting period, EUR 1.0 million was paid for the acquisition of non-controlling interests. Non-controlling interests in the amount of EUR 0.3 million were derecognized, and an amount of EUR 0.7 million was recognized directly in equity.

Put options granted to non-controlling shareholders in exchange for their shares in Group companies are recognized in the statement of financial position as liabilities stated at fair value. If, in individual cases, the risks and rewards associated with ownership of a non-controlling interest had already been transferred at the time the majority interest was acquired, the assumption is that 100% of the entity was acquired. If, however, the risks and rewards are not transferred, the non-controlling interests continue to be shown in equity. The liability is covered by a direct transfer from retained earnings with no effect on profit or loss (double credit approach). The subsequent fair value measurement is recognized through profit or loss.

The liabilities for outstanding put options as of March 31, 2024, are EUR 9.1 million (March 31, 2023: EUR 11.1 million). The discounted cash flow method is applied for valuation purposes, taking the contractual maximum limits into account. The medium-term business plan and the discount rate, in particular, are some of the input factors in the discounted cash flow method.

As part of an asset deal at the end of June 2023, voestalpine Railway Systems Nortrak LLC, USA, a company of the Metal Engineering Division, acquired the production facilities it needed to manufacture concrete sleepers for the North American railroad market along with 21 employees that were integrated during the transaction. This asset deal strengthens the strategic market position of voestalpine Railway Systems Nortrak LLC, USA, by integrating concrete sleepers for the running railroad track into the existing product portfolio. The product expansion is a significant milestone in the company’s development into a complete system solution provider for railroad infrastructure in North America.

The asset deal has the following impact on the Consolidated Financial Statements:

voestalpine subsidiary Nedcon B.V., headquartered in Doetinchem, the Netherlands, a company of the Metal Forming Division, acquired 100% of the shares of warehouse and racking specialist TORRI S.P.A., Vicenza, Italy, Torri Immobiliare s.r.l., Milan, Italy, and Torri Australia Pty Ltd, Sydney, Australia with transfer of effective control on October 17, 2023. TORRI S.P.A. is a provider of racking solutions and is active in the design, manufacture and sale of high-bay warehouses. It employs around 140 people and has two sites, one for manufacturing and one for separate warehousing. TORRI S.P.A. has since been converted into a limited liability company and now trades under the name TORRI S.R.L.

These acquisitions have the following impact on the Consolidated Financial Statements:

The above table contains goodwill of EUR 3.2 million, that arises from the company’s earnings potential which, according to IFRS rules, may not be allocated to items that can be capitalized individually. The goodwill of TORRI S.R.L. (formerly TORRI S.P.A.) is allocated to the goodwill-carrying Warehouse & Rack Solutions business unit. It is not expected that portions of the recognized goodwill will be deductible for corporate tax purposes.

The acquisition complements the existing product and service offering of the Nedcon Group. The acquisition enables the Metal Forming Division not only to consistently pursue its strategy with complex bearing systems from development to assembly, but also to better serve the Southern European market. The product portfolio and the market orientation give reason to expect a significant improvement in the market position.

Since their initial consolidation, the acquisitions have contributed revenue of EUR 22.6 million to consolidated revenue. Their share of the Group’s profit after tax for the same period was EUR –0.3 million. The reported consolidated revenue would have been EUR 50.0 million higher and the reported Group’s profit after tax would have been EUR 1.9 million lower if the acquisitions had been consolidated as of April 1, 2023.

As part of the first-time full consolidation of TORRI S.R.L. (formerly TORRI S.P.A.), fair values for trade receivables of EUR 15.4 million (gross carrying amount: EUR 15.4 million), other receivables of EUR 0.6 million (gross carrying amount: EUR 0.6 million) and for tax receivables of EUR 0.4 million (gross carrying amount: EUR 0.4 million) were taken over. Receivables that are probably uncollectible are considered immaterial.

At the end of September 2023, voestalpine Tubulars GmbH, Linz, Austria, a company of the Metal Engineering Division, acquired 100% of the shares in Diamant239. GmbH, Düsseldorf, Germany, which now operates as voestalpine Tubulars Germany GmbH, Düsseldorf, Germany. Its effects on the consolidated financial statements are deemed immaterial.

In the current reporting period, EUR 2.1 million was paid for previous acquisitions in accordance with IFRS 3.