C. Scope of consolidation

The consolidated Group (see the “Investments” appendix to the Notes) is defined in accordance with IFRS requirements. In addition to the annual financial statements of voestalpine AG, the Consolidated Financial Statements also include the financial statements of entities controlled by voestalpine AG (and its subsidiaries). Entities controlled by voestalpine AG that are not included in the Consolidated Financial Statements of voestalpine AG are negligible, both individually and collectively.

Subsidiaries are entities controlled by the Group. Control exists when the voestalpine Group has power over the investee, is exposed to fluctuating returns on its investment, and has the ability to use its power over the investee to affect the amount of the investor`s returns. The annual financial statements of subsidiaries are included in the Consolidated Financial Statements as of the point in time at which the Group acquires control over the subsidiary up to the point in time at which the Group ceases to exercise control over it.

Associates are entities over which the voestalpine Group has significant influence because it participates in the entities’ financial and operating policy decisions, but the decision-making processes are not controlled nor jointly managed. Joint ventures are joint arrangements in which partner companies (the voestalpine Group and one or more partners) exercise joint control over the arrangement and possess rights to the entity’s net assets. The annual financial statements of associates and joint ventures are included in the Consolidated Financial Statements using the equity method from the acquisition date until the disposal date. The Group’s associates and joint ventures are listed in the “Investments” appendix to the Notes.

CHANGES IN THE SCOPE OF CONSOLIDATION

The scope of consolidation changed as follows during the past business year:

The following fully consolidated entities were deconsolidated during the business year 2023/24:

At the end of May, the sale of voestalpine High Performance Metals Portugal, Unipessoal, Lda, Portugal, was completed in the High Performance Metals Division in the Value Added Services unit. voestalpine decided to divest the company due to the decline of the Portuguese market in the automotive industry. The core business of the Portuguese subsidiary was the distribution of Buderus brand materials. With the sale to one of the largest distributors in Portugal, the presence of the Buderus brand in Portugal continues to be secured. The company generated revenue of around EUR 6.2 million in fiscal year 2022/23 and employed 31 people.

In November 2023, the sale of voestalpine Automotive Components Nagold GmbH & Co. KG, a company of the Cold Stamping Group based in Germany, to Tempel Steel (a Worthington Steel company) was completed in the Metal Forming Division. The motivation for the sale was the strategic concentration on the core area of Automotive Components. voestalpine Automotive Components Nagold GmbH & Co. KG employed around 130 people and generated a revenue of about EUR 35 million in the business year 2022/23. The company develops and produces stamped and formed parts for the automotive industry, such as radiator components, longitudinal beam reinforcements and other pressed parts and assemblies. The site also produces inline bonded stator and rotor stacks for e-motors.

The sale of the companies have the following effects on the Consolidated Financial Statements:

The previously fully consolidated voestalpine Steel Trading (Shenyang) Co., Ltd. was deconsolidated at the end of June 2023 due to a changed and downsized business model. Due to liquidation, voestalpine Stamptec Holding GmbH was also deconsolidated in July 2023. The effects of these two disposals on the consolidated financial statements are deemed immaterial.

DISCONTINUED OPERATIONS AND DISPOSAL GROUPS

On March 22, 2022, the voestalpine Group’s Supervisory Board approved the decision to sell 80% of the Steel Division’s “Texas” cash generating unit (CGU), which comprises a single plant that produces hot briquetted iron (HBI). The agreement on the sale of the 80% equity interest was signed on April 14, 2022.

In addition, an agreement was made to secure 420,000 tons annually of the HBI produced in the Corpus Christi, Texas, USA, plant for voestalpine. This provides the basis for further decarbonizing the Group’s steel production activities in Linz and Donawitz (both in Austria) as part of the “greentec steel” project. The HBI plant has an annual production capacity of about two million tons.

The criteria regarding the classification of the assets as held for sale were satisfied in the fourth quarter of the business year 2021/22. Management classified the Texas CGU as discontinued operations because it constitutes a separate significant business unit. The transaction was closed on June 30, 2022. voestalpine received the purchase price as of the closing date. The discontinued operations had produced the following results:

The main groups of assets and liabilities related to the discontinued operations at the time of disposal are shown in the following table. In addition, the table shows both the income from the disposal and the net cash inflow.

The taxable gain on the disposal is offset against existing loss carryforwards.

Transitional consolidation due to the change in the controlling interest

The voestalpine Group no longer controls the subsidiaries of the voestalpine Texas Group. The gain on deconsolidation was recognized in income. It was determined based on the difference between

• the total fair value of the consideration received and the fair value of the remaining equity interest of 20%, for one, and
• the disposed net assets of the discontinued operations including any reclassified (“recycled”) items in other comprehensive income (OCI), for another.

The total of EUR 73.2 million shown in OCI in connection with the voestalpine Texas Group was recognized in the same way an asset sale would be. However, the present case concerned a reclassification of differences from currency translation to the Consolidated Income Statement.

As the voestalpine Group is retaining 20% of its equity interest in the former voestalpine Texas Group, this stake was recognized at the fair value of EUR 134.4 million as determined at the time control was relinquished. This value represents the cost of the equity interest, which is subsequently valued using the equity method in accordance with the rules applicable to associates.

The fair value of the 20% stake was derived from the purchase price for the 80% equity interest and represents a Level 3 fair value. Given the Group’s limited control and co-determination rights under its 20% equity interest, a deduction that was determined based on transaction data was taken.

DISPOSAL GROUP (ASSETS AND LIABILITIES HELD FOR SALE)

The main groups of assets and liabilities of the disposal group comprise the following items:

On March 14, 2024, the Management Board decided to sell Buderus Edelstahl (consisting of the two cash generating units Buderus Edelstahl ohne Schmiede with the steel mill, rolling lines, drop forge, and Buderus Edelstahl Schmiede consisting of the open die forging, which are mainly involved in the production of drop-forged parts, tool steel, high-grade engineering steel, and rolled products) in the High Performance Metals segment. This decision to sell was made because the High Performance Metals Division wishes to concentrate on its core business of high-alloy steel. Buderus Edelstahl, with its product range of low-alloy steel, therefore, no longer fits into the portfolio. As part of a structured sales process, several potential investors submitted non-binding offers in March 2024.

The criteria for classifying as “held for sale” were satisfied in the fourth quarter of the business year 2023/24. Management classified Buderus Edelstahl as a disposal group.

The Group measures disposal groups at fair value less costs to sell. The fair value less costs to sell of EUR –36.6 million is derived from the expected sales proceeds (fair value level 3), which was determined on the basis of the offers received. As of March 31, 2024, an impairment loss of EUR 86.2 million was recognized in other operating expenses (specifically, in “Land, land rights, and buildings” as well as in “Plant and equipment” and “Other intangible assets”), as a result of which the non-current assets were fully depreciated. In addition, EUR 91.6 million was recognized as an impairment loss of current assets in the cost of sales. The proportionate goodwill allocated as part of the reclassification in accordance with IFRS 5 in the amount of EUR 2.9 million was fully impaired.